Common use of Subrogation Clause in Contracts

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Guarantor will exercise With respect to the value of any rights payments or distributions in cash or other assets that it may now any of the Noteholders or hereafter acquire against any Loan Party the Notes Collateral Agent, on the one hand, or any of the Pari Passu Lenders or the Pari Passu Collateral Agent, on the other guarantor that arise from hand, pays over to the existence, payment, performance Working Capital Facility Collateral Agent or enforcement the Working Capital Facility Lenders under the terms of such Guarantor’s obligations under this Article XI, Agreement (including, without limitation, any right of subrogationpayments pursuant to Section 5.6(b)), reimbursementthe Noteholders and the Notes Collateral Agent, exonerationon the one hand, contribution or indemnification and any right the Pari Passu Lenders and the Pari Passu Collateral Agent, on the other hand, shall be subrogated to participate in any claim or remedy the rights of the Secured Parties against Working Capital Facility Collateral Agent and the Working Capital Facility Lenders; provided, that the Notes Collateral Agent (on behalf of itself and the Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any Loan Party payment hereunder until the Discharge of Working Capital Facility Obligations. With respect to the value of any payments or distributions in cash or other assets that any of the Existing Notes Noteholders or the Existing Notes Collateral Agent, on the one hand, or any of the Pari Passu Lenders or the Pari Passu Collateral Agent, on the other guarantor hand, pays over to the Interim Notes Collateral Agent or any Collateral, whether or not such claim, remedy or right arises in equity or the Interim Notes Noteholders under contract, statute or common law, the terms of this Agreement (including, without limitation, any payments pursuant to Section 5.6(b)), the right Existing Notes Noteholders and the Existing Notes Collateral Agent, on the one hand, and the Pari Passu Lenders and the Pari Passu Collateral Agent, on the other hand, shall be subrogated to take the rights of the Interim Notes Collateral Agent and the Interim Notes Noteholders; provided, that the Existing Notes Collateral Agent (on behalf of itself and the Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) hereby agrees not to assert or receive from enforce all such rights of subrogation it may acquire as a result of any Loan Party payment hereunder until the Discharge of Interim Notes Obligations. The Company acknowledges and agrees that the value of any payments or any other guarantordistributions in cash, directly or indirectly, in cash property or other property assets received by the Notes Collateral Agent, the Noteholders, the Pari Passu Collateral Agent or by set-off the Pari Passu Lenders that are paid over to the Working Capital Facility Collateral Agent or in the Working Capital Facility Lenders or the Interim Notes Collateral Agent or the Interim Notes Noteholders pursuant to this Agreement shall not reduce any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and relevant Notes Indebtedness or the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DatePari Passu Indebtedness, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorapplicable.

Subrogation. No Guarantor party hereto will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders, the Bank Product Providers and the L/C Issuer against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) , and all other amounts payable under this Article ARTICLE XI shall have been paid Paid in full in cash Full and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor party hereto in violation of the immediately preceding sentence at any time prior to the later of (x) the payment Payment in full in cash Full of the Guaranteed Obligations (other than Contingent Indemnity Obligations) , and all other amounts payable under this Article ARTICLE XI and (y) the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders, the Bank Product Providers and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders, the Bank Product Providers and the L/C Issuer to be credited and applied to the Guaranteed Obligations Obligations, and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations Obligations, or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor party hereto shall make payment to the Secured Parties Agents. the Lenders, the Bank Product Providers and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations Obligations, and all other amounts payable under this Article ARTICLE XI shall be paid Paid in full in cash Full and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders, the Bank Product Providers and the L/C Issuer 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 party hereto of an interest in the Guaranteed Obligations Obligations, resulting from such payment by such GuarantorGuarantor party hereto.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XISection 15, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 15 shall have been paid in full in cash after the termination of this Agreement and the Final Maturity Date shall have occurredother Loan Documents. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateSection 15, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 15 after the termination of this Agreement and the other Loan Documents, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 15 thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations and all other amounts payable under this Article XI Section 15 shall be paid in full in cash after the termination of this Agreement and (iii) the Final Maturity Date shall have occurredother Loan Documents, the 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 by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party Borrower, any other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such each Guarantor’s obligations Obligations under or in respect of this Article XIFacility 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 Secured Parties Party against any Loan Party Borrower, any other Obligor 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 any Loan Party Borrower, any other Obligor 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 solely on account of such claim, remedy or right, unless and until Full Payment of all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredFacility Guaranty. If any amount shall be paid to any each Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash Full Payment of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateFacility Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of each Guarantor and shall forthwith be paid or delivered to Agent in the Secured Parties 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 Article XIFacility Guaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Facility Guaranty thereafter arising. If (i) any Guarantor shall make payment to the any Secured Parties 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 Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredoccur, then the 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 GuarantorGuarantor pursuant to this Facility Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party Obligor or any other guarantor Guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Holders against any Loan Party Obligor or any other guarantor 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 any Loan Party Obligor or any other guarantorGuarantor, directly or indirectly, in cash or other property or by set-off setoff 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateXI, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Holders and shall forthwith be paid to the Secured Parties Agent and the Holders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Holders of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Agent and the Holders 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 by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations Obligations under or in respect of this Article XIGuaranty 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 Bank against the Secured Parties against any Loan Party Borrower or any other guarantor or any Collateralinsider guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Borrower, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired 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 later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (b) the Final Maturity Date, such amount shall be received and held in trust for the benefit of the Secured Parties Banks, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations the Loan Documents or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties any Bank of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured 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 GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No Notwithstanding any payment or payments made by any Guarantor will exercise any rights that it may now hereunder, each Guarantor hereby irrevocably waives, solely with respect to such payment or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitationpayments, any right and all rights of subrogationsubrogation to the rights of the Beneficiaries against the Company and, except to the extent otherwise provided in the Indemnity and Contribution Agreement, any and all rights of contribution, reimbursement, exonerationrepayment, contribution assignment, indemnification or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party implied contract or any similar rights against the Company, any endorser or other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, in each case until such time as the Guaranteed Obligations shall have been paid in full in cash (ii) subject to Section 7 below). 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 successors, transferees or assigns, whether in connection with a bankruptcy proceeding or otherwise), to recover any amounts in respect of payments made under this 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 Article XI shall be not have been paid in full in cash and (iii) subject to Section 7 below), such amount shall be held by such Guarantor in trust for the Final Maturity Date shall have occurredBeneficiaries, the Secured Parties will, at segregated from other funds of such Guarantor’s request , and expenseshall, 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 forthwith upon receipt by such Guarantor, be turned over (i) to each Beneficiary (ratably based on the principal amount outstanding of Notes held by such Beneficiary at such time as a percentage of the aggregate principal amount outstanding of Notes held by all the Beneficiaries at such time) in the exact form received by such Guarantor (duly endorsed by such Guarantor to such Beneficiary if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as such Beneficiary may determine, or (ii) as a court of competent jurisdiction may otherwise direct.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Notwithstanding any payment made by any Guarantor will exercise hereunder or any set-off or application of funds of any Guarantor by the Purchaser, (i) no Guarantor shall be entitled to be subrogated to any of the rights that it may now or hereafter acquire of the Purchaser against any Loan Party the Seller or any other guarantor 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 existenceSeller or any other Guarantor or Grantor in respect of payments made by such Guarantor hereunder, payment, performance and (iii) each Guarantor hereby expressly and irrevocably waives any and all rights at law or enforcement of such Guarantor’s obligations under this Article XI, 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 the Secured Parties against any Loan Party or any other a surety, 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 any Loan Party or any other guarantor, directly or indirectlyaccommodation co-obligor, in cash or other property or by set-off or in any other mannereach case, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Secured Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredare 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 later when all of the payment in full in cash of the Guaranteed Secured Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been Fully Satisfied, such amount shall be held by such Guarantor in trust for the benefit of Purchaser, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchaser in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Purchaser, if required), to be applied against the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with such order as the terms of Purchaser may determine. Each Guarantor acknowledges and agrees that this Agreement, waiver is intended to benefit the Purchaser and shall not limit or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured 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 by such GuarantorObligations.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from The Subsidiary Guarantors hereby jointly and severally agree that, until the existenceprior and complete satisfaction of all Termination Conditions, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any they (i) shall have no right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied subrogation with respect to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or (ii) waive any right to be held as Collateral for enforce any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to remedy which the Secured Parties or the Administrative Agent now have or may hereafter have against the Borrower, any endorser or any other guarantor of all or any part of the Guaranteed ObligationsObligations or any other Person, (ii) and each Subsidiary Guarantor waives any benefit of, and any right to participate in, any security or collateral that may from time to time be given to the Secured Parties and the Administrative Agent to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of the Borrower to the Secured Parties. Should any Subsidiary Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights prior to complete satisfaction of the Termination Conditions, each Subsidiary Guarantor hereby expressly and irrevocably (A) subordinates any and all other amounts payable under this Article XI shall be paid rights at law or in full in cash equity to subrogation, reimbursement, exoneration, contribution, indemnification or set-off that such Subsidiary Guarantor may have prior to the complete satisfaction of the Termination Conditions, and (iiiB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until all Termination Conditions are satisfied in full. Each Subsidiary Guarantor acknowledges and agrees that this subordination is intended to benefit the Final Maturity Date Administrative Agent and the Secured Parties and shall have occurrednot limit or otherwise affect such Subsidiary Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Secured Parties will, at such Guarantor’s request and expense, execute their respective successors and deliver to such Guarantor appropriate documents, without recourse assigns are intended third party beneficiaries of the waivers and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest agreements set forth in the Guaranteed Obligations resulting from such payment by such Guarantorthis Section 13.06.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Buyers against any Loan Transaction Party or any other guarantor or any CollateralCollateral (as defined in the Security Agreement), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, 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 the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Guaranteed Obligations (other than Contingent Indemnity Obligationsdate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredGuaranty (excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Buyers and shall forthwith be paid to the Secured Parties Buyers to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Buyers of all or any part of the Guaranteed Obligations, and (iib) the Buyers receive the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Guaranteed Obligations date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall be paid in full in cash and Guaranty (iii) the Final Maturity Date shall have occurredexcluding any inchoate or unmatured contingent indemnification obligations), the Secured Parties Buyers 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 by such Guarantor.

Subrogation. No Guarantor will SEI hereby unconditionally and irrevocably agrees not to exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification that it may now have or hereafter acquire against the Borrower that arise from the payment, performance or enforcement of SEI's obligations under or in respect of this Agreement, and any right to participate in any claim or remedy of any Lender against the Secured Parties against any Loan Party or any other guarantor or any CollateralBorrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Borrower, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (iia) all of the Guaranteed Obligations and all other amounts payable under this Article XI Agreement shall be have been paid in full in cash and (iiib) either (i) the Final Maturity Date Commitments shall have occurredbeen terminated and all Advances and interest thereon shall have been paid in full in cash or (ii) December 31, 2002 shall have passed. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of SEI and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations in accordance with the terms of the Credit Agreements and all other amounts payable under this Agreement, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Agreement thereafter arising. If (w) SEI shall make payment to any Lender of all or any part of the Guaranteed Obligations, (x) all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been paid in full in cash and (y) either (i) the Commitments shall have been terminated and all Advances and interest thereon shall have been paid in full in cash or (ii) December 31, 2002 shall have passed, the Secured Parties Lenders will, at such Guarantor’s SEI's request and expense, execute and deliver to such Guarantor SEI appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor SEI of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorSEI pursuant to this Agreement.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Borrower, any other Credit Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such each Guarantor’s obligations Obligations under or in respect of this Article XIFacility 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 Secured Parties Party against any Loan Borrower, any other Credit 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 any Loan Borrower, any other Credit 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 solely on account of such claim, remedy or right, unless and until Full Payment of all of the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date Facility Guaranty shall have occurred, all 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 later of the payment in full in cash Full Payment of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateFacility Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of each Guarantor and shall forthwith be paid or delivered to Agent in the Secured Parties 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 Article XIFacility Guaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Facility Guaranty thereafter arising. If (i) any Guarantor shall make payment to the any Secured Parties 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 Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredoccur, then the 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 GuarantorGuarantor pursuant to this Facility Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties 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 Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents and the 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 by such Guarantor.

Subrogation. No Notwithstanding any payment made by any Guarantor will exercise hereunder or any set-off or application of funds of any Guarantor by any Secured Creditor, (i) no Guarantor shall be entitled to be subrogated to any of the rights that it may now or hereafter acquire of any Secured Creditor against any Loan Party Borrower or any other guarantor that arise from the existence, payment, performance Guarantor or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, 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 either Borrower or any other Guarantor or Grantor in respect of payments made by such Guarantor hereunder, and (iii) each Guarantor hereby expressly and irrevocably waives any and all rights at law or 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 the Secured Parties against any Loan Party or any other a surety, 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 any Loan Party or any other guarantor, directly or indirectlyaccommodation co-obligor, in cash or other property or by set-off or in any other mannereach case, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Borrower Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredare 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 later when all of the payment in full in cash of the Guaranteed Borrower Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been Fully Satisfied, such amount shall be held by such Guarantor in trust for the benefit Secured Creditors, segregated from other funds of the Secured Parties such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid turned over to the Secured Parties Agent in the exact form received by such Guarantor (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 Article XIBorrower Obligations, whether matured or unmatured, in accordance with such order as the terms of Agent may determine. Each Guarantor acknowledges and agrees that this Agreement, or waiver is intended to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to benefit the Secured Parties of all Creditors and shall not limit or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured 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 by such GuarantorObligations.

Subrogation. No Guarantor will PPG hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party other Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorPPG’s obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Administrative Agent or any Lender or any Issuing Lender against any 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 any Loan Party Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any Guarantor PPG in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (b) the Final Maturity Termination Date, such amount shall be received and held in trust for the benefit of the Secured Parties Administrative Agent, the Issuing Lenders and the Lenders, shall be segregated from other property and funds of PPG and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor PPG shall make payment to the Secured Parties Administrative Agent or any Lender or any Issuing Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, the Secured Parties Administrative Agent, the Issuing Lenders and the Lenders will, at such GuarantorPPG’s request and expense, execute and deliver to such Guarantor PPG appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor PPG of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorPPG pursuant to this Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XISection 18, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lenders against any 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 any Loan Party Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 shall have been paid in full in cash and the Final Maturity Date this Agreement shall have occurredterminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 and the Final Maturity Datetermination of this Agreement, such amount shall be held in trust for the benefit of the Secured Parties Lenders and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 18, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 18 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Section 18 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredthis Agreement has terminated, the Secured 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 by such Guarantor.

Subrogation. No Upon the making by any Guarantor will exercise 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 it such Guarantor shall not enforce any right or receive any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may now or hereafter acquire have against any such Loan Party or arising by reason of any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of performance by such claim, remedy or rightGuarantor pursuant to this Guaranty, unless and until all of the Guaranteed Guarantied Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid and performed in full in cash and the Final Maturity Date shall have occurredfull. 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 later such subrogation rights or other claims or causes of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateaction, such Guarantor shall hold such amount shall be held in trust for the benefit of the Secured Guarantied Parties and shall forthwith be paid pay such amount to the Secured Parties Administrative Agent to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XIGuarantied Obligations, whether matured or unmatured, in accordance with the terms of this Agreement, the Credit Agreement or to be held by the Administrative Agent as Collateral collateral security for any Guaranteed Guarantied Obligations or other amounts payable under this Article XI thereafter arisingexisting. If (i) any Until the Guarantied Obligations have been repaid in full, each Guarantor shall make payment hereby forever waives to the Secured Parties of all or fullest extent possible any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to claims such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor may have against any Loan Party arising out of an interest in the Guaranteed Obligations resulting from such any payment by such Guarantor 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 or any other claim, cause of action, right or remedy against the Borrower, whether such claim arises at law, in equity, or out of any written or oral agreement between or among such Guarantor, the Borrower or otherwise. The waivers set forth above are intended by each Guarantor, the Administrative Agent and the Lenders to be for the benefit of each Loan Party, and such waivers shall be enforceable by such Loan Party, or any of their successors or assigns, as an absolute defense to any action by such Guarantor against such Loan Party or the assets of such Loan Party, which action arises out of any payment by such Guarantor to the 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. No Guarantor will Each Obligor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorObligor’s obligations Guaranteed Obligations under this Article XIor in respect of any 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 any Secured Parties Party against any Loan Party other Obligor 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 any Loan Party other Obligor 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 solely on account of such claim, remedy or right, unless and until all of the such Obligor’s Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI 7 shall have been paid in full in cash cash, it being understood that payments in respect of inter-company indebtedness, dividends, capital contributions, servicing arrangements, tax-sharing agreements or other similar matters not prohibited by Section 5.10 exclusively among the Obligors (and the Final Maturity Date shall have occurredother Transaction Parties) are not prohibited under this Section 7.05 unless an Event of Default has occurred and is continuing. If any amount shall be paid to any Guarantor Obligor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI7, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Obligor and shall forthwith be paid or delivered to the Administrative Agent (for the account of the relevant Secured Parties) in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to such Obligor’s Guaranteed Obligations and all other amounts payable by it under this Article 7, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any of such Obligor’s Guaranteed Obligations or other amounts payable by it under this Article XI 7 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI 7 shall be have been paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties will, at such Guarantorany Obligor’s request and expense, execute and deliver to such Guarantor Obligor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Obligor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorObligor pursuant to this Article 7.

Subrogation. No Guarantor will shall exercise any rights that it may now have or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Agent, Documentation Agent and other Lender Parties against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute 112 or common law, including, without limitation, the right to take or receive from any Loan other Credit Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and all Commitments, all outstanding Letters of Credit and all of the Final Maturity Date Loan Documents shall have occurredterminated; provided, however, no Guarantor shall have any rights hereunder against any Borrower or any of its Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the equity securities of any Borrower pursuant to a Pledge Agreement. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Lender Parties and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any Guarantor shall make payment to the Secured Agent, Documentation Agent and other Lender Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be paid in full in cash and (iii) all Commitments to lend hereunder, all outstanding Letters of Credit and all of the Final Maturity Date Loan Documents shall have occurredbeen terminated, the Secured Agent, Documentation Agent and other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor or appropriate documents, without recourse and without representation or warranty, reasonably necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Party against any Loan Transaction Party or any other guarantor or any CollateralPledged Property, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, 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 (other than Contingent Indemnity Obligationsinchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall have indefeasibly been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Party and shall forthwith be paid to the Secured Parties Party to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Document, or to be held as Collateral Pledged Property for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Party of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall indefeasibly be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Party 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 by such Guarantor.

Subrogation. No Each Guarantor will 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, Alliance Resource Subsidiary Guaranty payment, performance or enforcement of such Guarantor’s obligations Obligations under or in respect of this Article XIGuaranty or any other Loan 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 the Administrative Agent or any other Secured Parties 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 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 solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash (other than (A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Cash Managements Agreement and Secured Hedge Agreements, in each case, not yet due and payable; unless the Final Maturity Date shall Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to the applicable financial institutions, in respect thereof have occurrednot been made), and all Letters of Credit have expired or have been terminated (or been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank), all Commitments under the Credit Agreement have expired or been terminated and all Obligations with respect to the Letters of Credit have been reduced to zero (or cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank). If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of all of the Guaranteed Obligations (other than Contingent Indemnity Obligations(A) contingent indemnification obligations with respect to then unasserted claims and (B) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Cash Managements Agreement and Secured Hedge Agreements, in each case, not yet due and payable; unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to the applicable financial institutions, in respect thereof have not been made), and all other amounts payable Letters of Credit have expired or have been terminated (or been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank), all Commitments under this Article XI the Credit Agreement have expired or been terminated and all Obligations with respect to the Final Maturity DateLetters of Credit have been reduced to zero (or cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank), such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Secured Parties Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Administrative Agent or any other Secured Parties Party of all or any part of the Guaranteed Obligations, and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash (other than (A) contingent indemnification obligations with respect to then unasserted claims and (iiiB) Secured Obligations in respect of obligations that may thereafter arise with respect to Obligations in respect of Secured Cash Alliance Resource Subsidiary Guaranty Managements Agreement and Secured Hedge Agreements, in each case, not yet due and payable; unless the Final Maturity Date shall Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such termination, stating that arrangements reasonably satisfactory to the applicable financial institutions, in respect thereof have occurrednot been made) and all Letters of Credit have expired or have been terminated (or been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank), all Commitments under the Credit Agreement have expired or been terminated and all Obligations with respect to the Letters of Credit have been reduced to zero (or cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank), the Administrative Agent and the other 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 GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No The Guarantor will not exercise any rights right that it may now or hereafter acquire against any Loan Party or any other guarantor the Counterparty that arise arises from the existence, payment, performance or enforcement of such the Guarantor’s payment obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Beneficiary against any Loan Party the Counterparty or any other 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 any Loan Party or any other guarantorthe Counterparty, directly or indirectly, in cash or other property or by set-off setoff 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 (other than Contingent Indemnity Obligations) obligations of the Counterparty under the Agreement and all other amounts payable due under this Article XI Guaranty shall have been paid in full in cash (and the Final Maturity Date shall have occurrednot subject to disgorgement in bankruptcy or otherwise). If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable due under this Article XI and Guaranty, the Final Maturity Date, Guarantor shall hold such amount shall be held in trust as agent for the benefit of the Secured Parties and Beneficiary, which amount shall forthwith be paid to the Secured Parties Beneficiary to be credited and applied to the Guaranteed Obligations and all other amounts payable due under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this the Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable due under this Article XI Guaranty thereafter arising. If (ia) any the Guarantor shall make payment to the Secured Parties Beneficiary of all or any part of the Guaranteed Obligations, Obligations and (iib) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Beneficiary will, at such the Guarantor’s request and expense, expense execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warrantywarranty by the Beneficiary, necessary assigning, but only to evidence the transfer by subrogation extent of the amounts so paid, all of the Beneficiary’s rights and remedies under the Agreement, to seek and receive payment under the Agreement. In the event the Guarantor pays part or all of the Counterparty’s payment obligations, the Guarantor shall be entitled to the Counterparty’s rights and benefits under the Agreement and shall be subrogated to the Counterparty’s rights with respect to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment Counterparty’s obligations so paid by such the Guarantor.

Subrogation. No Any indebtedness of a Borrower to either Guarantor will exercise any rights that it may now or hereafter acquire against existing (including, but not limited to, any Loan Party or rights to subrogation Guarantor may have as a result of any other guarantor that arise from the existence, payment, performance or enforcement of payment by such Guarantor’s obligations Guarantor under this Article XIGuaranty), includingtogether with any interest thereon, without limitationshall be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in full of the Obligations. Until payment in full of the Obligations (and including interest accruing on any right Note after the commencement of subrogationa proceeding by or against a Borrower under any Debtor Relief Laws and the regulations adopted and promulgated pursuant thereto, reimbursement, exoneration, contribution or indemnification which interest the parties agree shall remain a claim that is prior and any right superior to participate in any claim of Guarantors notwithstanding any contrary practice, custom or remedy ruling in cases under any Debtor Relief Laws generally), Guarantors agree not to accept any payment or satisfaction of the Secured Parties against any Loan Party or kind of indebtedness of any other guarantor or any CollateralBorrower to Guarantors and hereby assign such indebtedness to Administrative Agent, 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 file proof of claim and to vote thereon in connection with any such proceeding under any Debtor Relief Laws, including the right to vote on any plan of reorganization. Further, each Guarantor agrees that until such payment in full of the Obligations, (a) neither of them shall accept payment from any Loan Party or any the other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely way of contribution on account of any payment made hereunder by such claimparty to Administrative Agent, remedy (b) neither of them will take any action to exercise or rightenforce any rights to such contribution, unless and (c) if either Guarantor should receive any payment, satisfaction or security for any indebtedness of a Borrower to either Guarantor or for any contribution by the other to such Guarantor for payment made hereunder by the recipient to Administrative Agent, the same shall be delivered to Administrative Agent in the form received, endorsed or assigned as may be appropriate for application on account of, or as security for, the Obligations, and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateso delivered, such amount shall be held in trust for Administrative Agent as security for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other guarantor Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations Obligations under or in respect of this Article XIGuaranty 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 Secured Parties Administrative Agent or any Lender against any Loan Party the Borrower or any other guarantor or any CollateralLoan Party, 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 any Loan Party the Borrower or any other guarantorLoan Party, 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 (other than Contingent Indemnity Obligationsinchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired 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 later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations and similar obligations that survive the Final Maturity termination of this Agreement) and (b) the Termination Date, such amount shall be received and held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Administrative Agent of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) shall be have been paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, the Secured Parties Administrative Agent and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No In any case, including HQSub’s insolvency, the Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from by way of subrogation, and hereby waives, to the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitationfullest extent permitted by Applicable Law, any right of subrogation, reimbursement, exoneration, contribution to enforce any remedy that the Beneficiary now has or indemnification and any right to participate may hereafter have against HQSub in any claim or remedy respect of the Secured Parties against any Loan Party or any other guarantor or any CollateralGuaranteed Obligations. Notwithstanding the foregoing, whether or not such claimupon full, remedy or right arises in equity or under contract, statute or common law, including, without limitationfinal and indefeasible payment of all Guaranteed Obligations, the right Guarantor shall be subrogated to take the rights of the Beneficiary against HQSub and the Beneficiary agrees to take, at the Guarantor’s expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided, that, if a bankruptcy court in a bankruptcy proceeding of HQSub issues a stay or receive injunction prohibiting or preventing the Guarantor from reissuing this Guaranty, as contemplated by Section 17.1.1 of the Agreement, based in whole or in part on the effects on the estate of HQSub of any Loan Party or any other guarantorincrease in the Stated Cap after the entry of an order of relief with respect to HQSub from the amount of the Stated Cap in the Purchaser Guaranty prior to such reissuance, directly or indirectlyand/or on the effects on the estate of HQSub of the Guarantor’s rights of subrogation resulting from such increase, then, in cash or other property or by set-off or either such case, the Guarantor’s waiver set forth in any other manner, payment or security solely on account of such claim, remedy or right, unless this Section 4 shall be absolute and until all permanent with respect to the portion of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under equal to the amount of such increase; provided, further, that nothing in this Article XI shall have been paid Section 4 or in full in cash and the Final Maturity Date shall have occurred. If any amount Section 8 of this Guaranty shall be paid construed to prevent the Guarantor from opposing or seeking to terminate such stay or injunction or any Guarantor in violation request of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, a third party for such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured a stay or unmaturedinjunction, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorbankruptcy proceeding.

Subrogation. No Guarantor will XOMA hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorXOMA’s obligations under or in respect of this Article XIXII, 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 Secured Parties Lender against any Loan Party the 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, including the right to take or receive from any Loan Party the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XII shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor XOMA in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateXII, such amount shall be received and held in trust for the benefit of the Secured Parties Lender, shall be segregated from other property and funds of XOMA and shall forthwith be paid or delivered to the Secured Parties 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 Article XIXII, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI XII thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s its respective obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lender against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, law including, without limitation, the right to take or receive from any Loan other Credit Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and the Final Maturity Date all commitments to lend hereunder shall have occurredterminated. If Guarantor agrees that any amount shall be paid to payment of any Indebtedness of Borrower now or hereafter held by such Guarantor is hereby subordinated in violation right of the immediately preceding sentence at any time prior payment to the later of the irrevocable and indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under unless otherwise agreed to in writing by Lender or provided for in this Article XI and agreement. If any amount shall be paid to a Guarantor in violation of the Final Maturity Dateimmediately preceding sentences, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid to the Secured Parties Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any a Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be indefeasibly paid in full in cash and (iii) the Final Maturity Date Lender’s commitment to lend hereunder shall have occurredbeen terminated, the Secured Parties Lender 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 Until the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification, tax gross up or expense reimbursement obligations) shall be satisfied in full and all other amounts payable the Commitments shall be terminated, no Subsidiary Guarantor shall have, and no Subsidiary Guarantor shall directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Article XI shall Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have been paid or acquire (in full any way whatsoever) which could entitle it at any time to share or participate in cash and any right, remedy or security of any Guaranteed Party as against the Final Maturity Date shall have occurredBorrowers or any other Subsidiary Guarantor or other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. 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 later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification, tax gross up or expense reimbursement obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe Loan Documents. If (i) any Guarantor shall make Upon the indefeasible payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and the termination of all other amounts payable under this Article XI Commitments, each Subsidiary Guarantor shall be paid in full in cash and subrogated to the rights of the Guaranteed Parties against the Borrowers to the extent otherwise permitted by law; provided, that, such subrogation shall not (iiii) the Final Maturity Date shall have occurred, the Secured 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 by such Guarantorright of subrogation.

Subrogation. No The Guarantor will not exercise any rights that against the Company which it may now acquire by way of subrogation or hereafter acquire against contribution, by any Loan Party payment made hereunder or any other guarantor that arise from the existenceotherwise, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligationsindemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) and all other amounts payable under this Article XI shall have been irrevocably paid in full in cash and the Final Maturity Date Credit Agreement and all Letters of Credit shall have occurredbeen irrevocably terminated (unless such Letters of Credit have been cash collateralized in accordance with the provisions of the Credit Agreement or other arrangements with respect thereto have been made that are satisfactory to the applicable Issuing Bank). If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation or contribution rights at any time prior to the later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and shall not have been paid in full or the Final Maturity DateCredit Agreement or any Letter of Credit shall not have been irrevocably terminated, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this the Credit Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Guaranteed Parties of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations (other than indemnities and all other amounts contingent obligations not then due and payable under this Article XI and as to which no claim has been made as of the time of determination) shall be irrevocably paid in full in cash and (iii) the Final Maturity Date Credit Agreement and all Letters of Credit shall have occurredbeen irrevocably terminated (unless such Letters of Credit have been cash collateralized in accordance with the provisions of the Credit Agreement or other arrangements with respect thereto have been made that are satisfactory to the applicable Issuing Bank), the Secured Guaranteed Parties will, at such Guarantor’s request and expenserequest, 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 by such Guarantor.

Subrogation. No In any case, including NPT’s insolvency, the Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from by way of subrogation, and hereby waives, to the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitationfullest extent permitted by Applicable Law, any right of subrogation, reimbursement, exoneration, contribution to enforce any remedy that the Beneficiary now has or indemnification and any right to participate may hereafter have against NPT in any claim or remedy respect of the Secured Parties against any Loan Party or any other guarantor or any CollateralGuaranteed Obligations. Notwithstanding the foregoing, whether or not such claimupon full, remedy or right arises in equity or under contract, statute or common law, including, without limitationfinal and indefeasible payment of all Guaranteed Obligations, the right Guarantor shall be subrogated to take the rights of the Beneficiary against NPT and the Beneficiary agrees to take, at the Guarantor’s expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided, that, if a bankruptcy court in a bankruptcy proceeding of NPT issues a stay or receive injunction prohibiting or preventing the Guarantor from amending this Guaranty, as contemplated by Section 17.1.2 of the Agreement, based in whole or in part on the effects on the estate of NPT of any Loan Party or any other guarantorincrease in the aggregate liability of the Guarantor under Section 1(a) of this Guaranty after the entry of an order of relief with respect to NPT from the amount of the aggregate liability of the Guarantor under Section 1(a) of this Guaranty in the Owner Guaranty prior to such amendment, directly or indirectlyand/or on the effects on the estate of NPT of the Guarantor’s rights of subrogation resulting from such increase, then, in cash or other property or by set-off or either such case, the Guarantor’s waiver set forth in any other manner, payment or security solely on account of such claim, remedy or right, unless this Section 4 shall be absolute and until all permanent with respect to the portion of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under equal to the amount of such increase; provided, further, that nothing in this Article XI shall have been paid Section 4 or in full in cash and the Final Maturity Date shall have occurred. If any amount Section 8 of this Guaranty shall be paid construed to prevent the Guarantor from opposing or seeking to terminate such stay or injunction or any Guarantor in violation request of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, a third party for such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured a stay or unmaturedinjunction, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorbankruptcy proceeding.

Subrogation. No Guarantor will exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIGuaranty 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 Beneficiary against the Secured Parties against any Loan Party Borrower or any other guarantor or any CollateralPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party the Borrower or any other guarantorPerson, 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 (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty shall have been paid in full in cash cash, all Letters of Credit have terminated or expired and the Final Maturity Date no Letter of Credit Obligations shall remain outstanding, and all Commitments shall have occurredexpired or terminated. If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty, (b) the satisfaction of all Letter of Credit Obligations and the Final Maturity Datetermination of all obligations of the Issuing Lender and the Lenders in respect of Letters of Credit, (c) the termination of the Hedge Contracts with the Beneficiaries, and (d) the termination of the Commitments, such amount shall be held in trust for the benefit of the Secured Parties Beneficiaries and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such GuarantorLoan Documents.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI10, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Administrative Agent, the Lenders and the L/C Issuer against any Loan Party or any other 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 any Loan 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 solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI 10 shall have been paid in full in cash and the Final Maturity Revolving Loan Commitment Termination Date shall have occurred; provided, that no Guarantor has any rights hereunder against any Borrower or any of its or any other Loan Parties’ Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the Capital Stock of such Person pursuant to any Pledge Agreement. In addition, unless and until all of the Guaranteed Obligations and all other amounts payable under this Article 10 shall have been paid in full in cash and the Revolving Loan Commitment Termination Date shall have occurred, any Indebtedness of any Loan Party now or hereafter held by any Guarantor is subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness of any such Loan Party to any Guarantor collected or received by Guarantor after an Event of Default has occurred and is continuing prior to the date of all of the Guaranteed Obligations and all other amounts payable under this Article 10 shall have been paid in full in cash and the Revolving Loan Commitment Termination Date shall have occurred, shall be held in trust for Administrative Agent on behalf of itself and the Lenders and shall forthwith be paid over to Administrative Agent for the benefit of itself and the Lenders to be credited and applied against the Guaranteed Obligations. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datetwo sentences, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Administrative Agent, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI10, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI 10 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) When all of the Guaranteed Obligations and all other amounts payable under this Article XI 10 shall be have been paid in full in cash and (iii) the Final Maturity Revolving Loan Commitment Termination Date shall have occurred, the Secured Parties Administrative Agent, the Lenders and the L/C Issuer 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 by such Guarantor.

Subrogation. No Each Initial Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party Borrower, any other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such each Initial Guarantor’s obligations Obligations under or in respect of this Article XIInitial 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 Secured Parties Party against any Loan Party Borrower, any other Obligor 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 any Loan Party Borrower, any other Obligor 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 solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) and all other amounts payable under this Article XI Initial Guaranty shall have been paid in full in cash cash, all Letters of Credit and all Bank Product Debt shall have expired or been terminated or Cash Collateralized and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any each Initial Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash Full Payment of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateInitial Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of each Initial Guarantor and shall forthwith be paid or delivered to Agent in the Secured Parties 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 Article XIInitial Guaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Initial Guaranty thereafter arising. If (i) any Initial Guarantor shall make payment to the any Secured Parties 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 Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredoccur, then the Secured Parties will, at such Initial Guarantor’s request and expense, execute and deliver to such Initial Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Initial Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorInitial Guarantor pursuant to this Initial Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from The Guarantors hereby jointly and severally agree that, until the existenceprior and complete satisfaction of all Termination Conditions, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any they (i) shall have no right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied subrogation with respect to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or (ii) waive any right to be held as Collateral for enforce any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to remedy which the Secured Parties or the Administrative Agent now have or may hereafter have against the Borrower, any endorser or any other guarantor of all or any part of the Guaranteed ObligationsObligations or any other Person, (ii) and each Guarantor waives any benefit of, and any right to participate in, any security or Collateral that may from time to time be given to the Secured Parties and the Administrative Agent to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of the Borrower to the Secured Parties. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights prior to complete satisfaction of the Termination Conditions, each Guarantor hereby expressly and irrevocably (A) subordinates any and all other amounts payable under this Article XI shall be paid rights at law or in full in cash equity to subrogation, reimbursement, exoneration, contribution, indemnification or set-off that such Guarantor may have prior to the complete satisfaction of the Termination Conditions, and (iiiB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until all Termination Conditions are satisfied in full. Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Final Maturity Date Administrative Agent and the Secured Parties and shall have occurrednot limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Secured Parties will, at such Guarantor’s request and expense, execute their respective successors and deliver to such Guarantor appropriate documents, without recourse assigns are intended third party beneficiaries of the waivers and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest agreements set forth in the Guaranteed Obligations resulting from such payment by such Guarantorthis Section 13.06.

Subrogation. No Guarantor Wyndham Worldwide will not exercise any rights that which it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement by way of such Guarantor’s obligations subrogation under this Article XIGuaranty, includingby any payment made hereunder or otherwise, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full, the Notes have been paid in full and all amounts owed to the Insurer under the Insurance Agreement have been paid in cash and the Final Maturity Date shall have occurredfull. If any amount shall be paid to any Wyndham Worldwide as Performance Guarantor in violation under this Agreement on account of the immediately preceding sentence such subrogation rights at any time prior to the later of the payment in full of all amounts described in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateprior sentence, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Guaranteed Parties to be credited and applied upon the Obligations owed to the Guaranteed Parties, in accordance with the terms of the Transaction Documents. If (i) Wyndham Worldwide shall make payment to the Guaranteed Parties of all or any part of the Obligations and, (ii) all Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredfull, the Secured Guaranteed Parties will, at such GuarantorWyndham Worldwide’s request and expenserequest, execute and deliver to such the Performance Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Performance Guarantor of an interest in the Guaranteed Obligations resulting from any such payment made by the Performance Guarantor hereunder. Notwithstanding the foregoing or any other provision of this Guaranty, WRDC, WCF, or the Issuer may enter into a reimbursement agreement with Wyndham Worldwide under which WRDC, WCF, or the Issuer agrees to reimburse the Performance Guarantor for amounts the Performance Guarantor may be obligated to pay under this Guaranty as long as any such Guarantorreimbursement shall be paid only from amounts that are not subject to the lien of the Indenture.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIARTICLE XII, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been paid Paid in full in cash Full and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash date on which all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been Paid in Full and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE XII, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE XII thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE XII shall be paid Paid in full in cash Full and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 Until the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) shall be satisfied in full and all other amounts payable the Commitments shall be terminated, the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Article XI shall Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have been paid or acquire (in full any way whatsoever) which could entitle it at any time to share or participate in cash and any right, remedy or security of any Guaranteed Party as against the Final Maturity Date shall have occurredDesignated Borrowers or any other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. 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 later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe Loan Documents. If (i) any Guarantor shall make Upon the indefeasible payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and the termination of all other amounts payable under this Article XI Commitments, the Guarantor shall be paid in full in cash and subrogated to the rights of the Guaranteed Parties against the Designated Borrowers to the extent otherwise permitted by law; provided that such subrogation shall not (iiii) the Final Maturity Date shall have occurred, the Secured 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 by such Guarantorright of subrogation.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No The Guarantor will shall not exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations Obligations under this Article XIGuaranty 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 Secured Parties Administrative Agent, the Issuing Bank, any Lender or any Hedge Counterparty against any Loan Party the 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 any Loan Party the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been indefeasibly paid in full in cash cash, and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of (i) the indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (ii) the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent, the Issuing Bank, the Lenders and the Hedge Counterparties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties Administrative Agent, the Issuing Bank, any Lender 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 Article XI Guaranty shall be indefeasibly paid in full in cash cash, and (iii) the Final Maturity Date shall have occurred, the Secured Parties Administrative Agent, the Issuing Bank, the Lenders and the 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 by such the Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer 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 by such Guarantor.

Subrogation. No Notwithstanding anything to the contrary contained herein, any and all rights and claims of the Guarantor will exercise against the Borrower or any rights that it of its property or against any other person, arising by reason of any payment by the Guarantor to the Lender pursuant to the provisions, or in respect, of this Guaranty shall be subordinate, junior and subject in right of payment to the prior and indefeasible payment in full of the Guaranteed Obligations to the Lender, and until such time, the Guarantor shall have no right of subrogation, contribution or any similar right and hereby waive any right to enforce any remedy the Lender may now or hereafter acquire have against the Borrower, any Loan Party endorser or any other guarantor that arise from of all or any part of the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification Guaranteed Obligations and any right to participate in in, or benefit from, any claim or remedy security given to the Lender to secure the Guaranteed Obligations. All liens and security interests of the Secured Parties against any Loan Party Guarantor, whether now or hereafter arising and howsoever existing, in assets of the Borrower or any other guarantor or any Collateral, whether or not such claim, remedy or right arises assets securing the Guaranteed Obligations shall be and hereby are subordinated to the rights and interests of the Lender in equity or under contract, statute or common law, including, without limitation, those assets until the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, prior and indefeasible final payment in cash or other property or by set-off or in any other manner, payment or security solely on account full of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) to the Lender and termination of all other amounts payable under this Article XI shall have been paid in full in cash financing arrangements between the Borrower and the Final Maturity Date shall have occurredLender. If any amount shall be paid to any the Guarantor in violation contrary to the provisions of the immediately preceding sentence this Section 6 at any time prior to the later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been indefeasibly paid in full, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid turned over in kind in the form received to the Secured Parties Lender (duly endorsed if necessary) to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of the Financing Documents and this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such GuarantorGuaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from Until the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash Cash (except for continuing indemnity obligations), each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against the other Borrowers or any other guarantor of the Obligations. Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights such Borrower may have against the other Borrowers, any collateral or security or any such other guarantor, shall be junior and subordinate to any rights Collateral Agent may have against the other Borrowers, any such collateral or security, and any such other guarantor. Borrowers together desire to allocate among themselves, in a fair and equitable manner, their Obligations arising under this Agreement and the Final Maturity Date shall have occurredother Loan Documents. If Accordingly, in the event any amount payment or distribution is made on any date by any Borrower under this Agreement and the other Loan Documents (a “Funding Borrower”) that exceeds its Obligation Fair Share (as defined below) as of such date, that Funding Borrower shall be paid entitled to any Guarantor a contribution from the other Borrowers in violation the amount of the immediately preceding sentence at any time prior to the later such other Borrowers’ Obligation Fair Share Shortfall (as defined below) as of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesuch date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms result that all such contributions will cause each Borrower’s Obligation Aggregate Payments (as defined below) to equal its Obligation Fair Share as of this Agreementsuch date. “Obligation Fair Share” means, or with respect to be held a Borrower as Collateral for of any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If date of determination, an amount equal to (i) any Guarantor shall make payment the ratio of (X) the Obligation Fair Share Contribution Amount (as defined below) with respect to such Borrower to (Y) the Secured Parties of all or any part aggregate of the Guaranteed ObligationsObligation Fair Share Contribution Amounts with respect to all Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Borrowers under this Agreement and the other Loan Documents in respect of the Guaranteed Obligations and all other amounts payable guarantied. “Obligation Fair Share Shortfall” means, with respect to a Borrower as of any date of determination, the excess, if any, of the Obligation Fair Share of such Borrower over the Obligation Aggregate Payments of such Borrower. “Obligation Fair Share Contribution Amount” means, with respect to a Borrower as of any date of determination, the maximum aggregate amount of the Obligations of such Borrower under this Article XI shall be paid in full in cash Agreement and (iii) the Final Maturity Date shall have occurredother Loan Documents that would not render its Obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under any Fraudulent Transfer Law; provided that, solely for purposes of calculating the 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 by such Guarantor.Obligation Fair Share

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against the Secured Parties against any Loan Party or any other guarantor or any CollateralBorrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Borrower, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty, and (b) the Final Maturity Datetermination of all Commitments in accordance with the Loan Agreement, such amount shall be received and held in trust for the benefit of the Secured Parties Beneficiaries, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties any Beneficiary of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash cash, and (iii) the Final Maturity Date termination of all Commitments in accordance with the Loan Agreement shall have occurred, the Secured Parties Beneficiaries 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 Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No Guarantor Xxxxxxxxx will not exercise any rights that it may now or hereafter acquire against any Loan Party other Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under this Article XIAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Administrative Agent or any Lender against any Loan Party such 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 any Loan Party such Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-–off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any Guarantor Xxxxxxxxx in violation of the immediately preceding sentence at any time prior to the later of the payment payments in full in cash or immediately available funds of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIguaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI guaranty thereafter arising. If (ia) any Guarantor Xxxxxxxxx shall make payment to the Secured Parties Administrative Agent or any other Lender of all or any part of the Guaranteed ObligationsObligations and the termination of the Commitments and the expiration or cancellation of all Letters of Credit shall have occurred, (iib) all of the Guaranteed Obligations and all other amounts payable under this Article XI guaranty shall be paid in full in cash and (iiic) the Final Maturity Date shall have occurred, the Secured Parties Administrative Agent and the Lenders will, at such Guarantor’s Xxxxxxxxx’x request and expense, execute and deliver to such Guarantor Xxxxxxxxx appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Xxxxxxxxx of an interest in the Guaranteed Obligations resulting from such payment by Xxxxxxxxx. Xxxxxxxxx acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this section is knowingly made in contemplation of such Guarantorbenefits.

Subrogation. No Each Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party the Borrower or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIGuaranty 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 other Secured Parties Party against any Loan Party the Borrower or any other 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 any Loan Party the Borrower 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 solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been independently paid in full in cash cash, all Letters of Credit have expired or have been terminated or canceled, all Bank Hedge Agreements shall have expired or terminated and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of (i) the indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (ii) the Final Maturity later of (x) the Termination Date, (y) the expiration, termination or cancellation or all Letters of Credit, and (z) the expiration or termination of all Bank Hedge Agreements, such amount shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any a Guarantor shall make payment to the Administrative Agent or any other Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be indefeasibly paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, all Letters of Credit have expired or have been terminated or canceled and all Bank Hedge Agreements shall have expired or terminated, the Administrative Agent and the other Secured Parties willwill promptly, 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article ‎Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ‎Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ‎Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ‎Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ‎Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ‎Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Notwithstanding any payment made by the Borrower or any Guarantor will exercise hereunder or any set- off or application of funds of the Borrower or any Guarantor by the Administrative Agent or any Secured Creditor, neither the Borrower nor any Guarantor shall be entitled to be subrogated to any of the rights that it may now of the Administrative Agent or hereafter acquire any Secured Creditor against any Loan Party the Borrower or any other guarantor that arise Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Creditor for the payment of the Borrower Obligations or the Guarantor Hedge Agreement Obligations, nor shall the Borrower or any Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party Borrower or any other guarantor Guarantor in respect of payments made by the Borrower or any Collateralsuch Guarantor hereunder, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, until all amounts owing to the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or Administrative Agent and the Secured Creditors by set-off or in any other manner, payment or security solely the Borrower on account of the Borrower Obligations are fully and finally paid in cash, no Letter of Credit shall be outstanding (unless cash collateralized on terms acceptable to the L/C Issuer or such claim, remedy or right, unless and until all Letter of the Guaranteed Obligations (other than Contingent Indemnity ObligationsCredit becomes a Supported Letter of Credit) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredCommitments are terminated. If any amount shall be paid to the Borrower or any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the later when all of the payment Borrower Obligations shall not have been fully and finally paid in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datecash, such amount shall be held by the Borrower or such Guarantor in trust for the benefit Administrative Agent and the Secured Creditors, segregated from other funds of the Secured Parties Borrower or such Guarantor, and shall shall, forthwith upon receipt by the Borrower or such Guarantor, be paid turned over to the Secured Parties Administrative Agent in the exact form received by the Borrower or such Guarantor (duly indorsed by the Borrower or such Guarantor to the Administrative Agent, if required), to be credited and applied to against the Guaranteed Borrower Obligations and all other amounts payable under this Article XIor the Guarantor Hedge Agreement Obligations, whether matured or unmatured, in accordance with such order as the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such GuarantorAdministrative Agent may determine.

Subrogation. No Guarantor None of the Guarantors will exercise any rights that it they may now or hereafter acquire against any Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Guarantors’ obligations under this Article XISection 18, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantorParty, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 18, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 18 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent 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 Article XI Section 18 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agent and the 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 any Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will not exercise any rights ----------- that it may now or hereafter acquire against any Loan Party the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIGuaranty 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 Secured Parties any Agent or any Lender against any 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 any Loan 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 solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) obligations and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any such Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and the Final Maturity Termination Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Funding Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties any Agent or any other Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, the Secured Parties Agents and the 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 by such Guarantor.

Subrogation. No The Parent Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such the Parent Guarantor’s obligations 's Obligations under or in respect of this Article XIParent Guaranty or any other 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 Secured Party against the Secured Parties against any 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 any Loan Party the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Parent Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired 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 later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Parent Guaranty and (b) the Final Maturity Termination Date, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of the Parent Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIParent Guaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Financing Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Parent Guaranty thereafter arising. If (i) any the Parent Guarantor shall make payment to the any Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Parent Guaranty shall be have been paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, the 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 Guarantorthe Parent Guarantor pursuant to this Parent Guaranty.

Subrogation. No Guarantor will exercise any rights that it may Tenant waives, on behalf of all insurers, ----------- under all policies of property insurance now or hereafter acquire against any Loan Party carried by Tenant insuring or covering the Premises, or any portion or any contents thereof, or any operations therein, all rights of subrogation which any such insurer might otherwise, if at all, have to any claims of Tenant against Landlord and releases Landlord from such insured claims to the extent the insurance company is required to pay such claims (i.e., excluding that portion of an insured claim which the insurance company is not required to pay [or is reimbursed by Tenant] due to a deductible or through a self reinsurance program, or similar program, maintained by the insured). Landlord waives, on behalf of all insurers under all policies of property insurance now or hereafter carried by Landlord insuring or covering the Property, or any portion or any contents thereof, or any operations therein, all rights of subrogation which any such insurer might otherwise, if at all, have to any claims of Landlord against Tenant and releases Tenant from such insured claims to the extent the insurance company is required to pay such claims (i.e., excluding that portion of an insured claim which the insurance company is not required to pay [or is reimbursed by Tenant] due to a deductible or through a self reinsurance program, or similar program, maintained by the insured). Each party shall procure from each of the insurers under all policies of property insurance now or hereafter required to be carried hereunder, a waiver of all rights of subrogation which the insurer might otherwise, if at all, have to any claims of the insured party against the other guarantor that arise party as required by this section 8.4. Notwithstanding the ----------- foregoing, this section 8.4 shall not prevent a party or a party's insurer ----------- from taking action against the existenceother party's insurer to cause such other party's insurer to defend a claim and/or cover a loss caused, paymentor alleged to have been caused, performance in whole or enforcement in part, by the negligence or intentional misconduct of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorparty.

Subrogation. No Notwithstanding the satisfaction by Guarantor will exercise of any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existenceliability hereunder, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, Guarantor shall not have any right of subrogation, reimbursementcontribution, exonerationreimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Borrower or to any collateral for the Loan, contribution or indemnification to participate in any way in the indebtedness, or in any right, title or interest in and to any security or right of recourse for the indebtedness, until the indebtedness has been fully and finally paid. In connection with the foregoing, Guarantor expressly waives in favor of Lender any and all rights of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any remedy which Lender may have against Borrower and any right to participate in any claim collateral for the Loan. If Guarantor is or remedy becomes an “insider” (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law. It is the intention of the Secured Parties against any Loan Party parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the United States Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or any other 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 any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or Guarantor becomes a debtor in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of proceeding under the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and United States Bankruptcy Code. This waiver is given to induce Lender to make the Final Maturity Date shall have occurred. If any amount shall be paid Loan to any Guarantor in violation of Borrower as evidenced by the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such GuarantorNote.

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against the Secured Parties against any Loan Party or any other guarantor or any CollateralCompany, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Company, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash cash, the Letter of Credit issued for the account of the Company shall have expired or been terminated and the Final Maturity Date Commitments shall have occurredexpired 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 later latest of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty, (b) the Stated Expiration Date, and (c) the Final Maturity Datelatest date of expiration or termination of the Letter of Credit issued for the account of the Company, such amount shall be received and held in trust for the benefit of the Secured Parties Beneficiaries, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Credit Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties any Beneficiary of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and cash, (iii) the Final Maturity Stated Expiration Date shall have occurredoccurred and (iv) the Letter of Credit shall have expired or been terminated, the Secured Parties Beneficiaries 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 Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, 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 Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIARTICLE XII, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been paid Paid in full in cash Full and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash date on which all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been Paid in Full and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE XII, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE XII thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE XII shall be paid Paid in full in cash Full and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer 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 by such Guarantor.

Subrogation. No Each Guarantor will not exercise any rights that it may now or hereafter acquire against the Maker or any Loan Party Guarantor or any other guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Article XIExhibit, 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 Secured Parties holders against the Maker or any Loan Party Guarantor or any other 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 Maker or any Loan Party Guarantor or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Parties and holders shall forthwith be paid to the Secured Parties holders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIExhibit, whether matured or unmatured, in accordance with the terms of this AgreementNote, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Exhibit thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties holders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Exhibit shall be paid in full in cash and (iii) all commitments under the Final Maturity Date shall Subordinated Note Documents have occurredbeen terminated, the Secured Parties holders 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 by such Guarantor.

Subrogation. No Subsidiary Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under this Article XIX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Agent Parties and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI X shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI X and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Agent Parties and the Lenders and shall forthwith be paid to the Secured Agent Parties and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI X thereafter arising. If (i) any Subsidiary Guarantor shall make payment to the Secured Agent Parties 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 Article XI X shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Agent Parties and the Lenders 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 by such Subsidiary Guarantor.

Subrogation. No To the extent of any payments made under this Agreement, each Subsidiary Guarantor will exercise shall be subrogated to the rights of the holder of the Notes receiving such payments, but such Subsidiary Guarantor covenants and agrees that such right of subrogation shall be subordinate in right of payment to the rights of any rights holders of the Notes for which full payment has not been made or provided for and, to that it may now end, such Subsidiary Guarantor agrees not to claim or hereafter acquire against enforce any Loan Party such right of subrogation or any right of set‑off or any other guarantor that right which may arise from on account of any payment made by such Subsidiary Guarantor in accordance with the existence, payment, performance or enforcement provisions of such Guarantor’s obligations under this Article XIAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any holder of the Secured Parties Notes against any Loan Party either Obligor or any other guarantor or any CollateralSubsidiary Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party either Obligor or any other guarantorSubsidiary Guarantor, directly or indirectly, in cash or other property or by set-off set‑off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until 366 days after all of the Guaranteed Obligations (Notes owned by Persons other than Contingent Indemnity Obligations) such Subsidiary Guarantor and all other amounts sums due or payable under this Article XI shall the Note Purchase Agreement have been fully paid in full in cash and the Final Maturity Date shall have occurreddischarged or payment therefor has been provided. If any amount shall be paid to any such Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later of the indefeasible cash payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) Notes and all other amounts payable under this Article XI and the Final Maturity DateNote Purchase Agreement, such amount amounts shall be held in trust for the benefit of the Secured Parties holders of the Notes and shall forthwith be paid to the Secured Parties holders of the Notes to be credited and applied to the Guaranteed Obligations amounts due or to become due with respect to the Notes and all other amounts payable under this Article XIthe Note Purchase Agreement, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor Guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, including without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Investors or the Agent against any Loan Transaction Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, including without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid indefeasible payment in full in cash and of all Guaranteed Obligations (together with any matured indemnification obligations as of the Final Maturity Date shall have occurreddate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Investors and shall forthwith be paid ratably to the Secured Parties Investors to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Investors of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid Investors receive the indefeasible payment in full in cash and of all Guaranteed Obligations (iii) together with any matured indemnification obligations as of the Final Maturity Date shall have occurreddate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations), the Secured Parties Agent and the Investors will, at such Guarantor’s 's request and expense, promptly 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 by such Guarantor.

Subrogation. No The Originator Performance Guarantor will not exercise or assert any rights that which it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement by way of such Guarantor’s obligations subrogation under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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, Guaranty unless and until all of the Guaranteed Originator Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid and performed in full in cash and the Final Maturity Date shall have occurredfull. If any amount payment shall be paid made to the Originator Performance Guarantor on account of any Guarantor in violation of the immediately preceding sentence subrogation rights at any time prior to the later of the payment in full in cash when all of the Guaranteed Originator Obligations (other than Contingent Indemnity Obligations) shall not have been paid and all other amounts payable under this Article XI performed in full, each and the Final Maturity Date, such every amount shall so paid will be held in trust for the benefit of the Secured Parties Issuer and shall forthwith be paid to the Secured Parties Issuer, to be credited and applied to the Guaranteed Originator Obligations and all other amounts payable under this Article XI, whether matured or unmaturedto the extent then unsatisfied, in accordance with the terms of this the Second Tier Agreement or any document delivered in connection with the Second Tier Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe case may be. If In the event (i) any the Originator Performance Guarantor shall make payment to the Secured Parties of all or have satisfied any part of the Guaranteed Obligations, Originator Obligations and (ii) all of the Guaranteed Originator Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredbeen paid and performed in full, the Secured Parties will, Issuer will at such the Originator Performance Guarantor’s request and expense, execute and deliver to such the Originator Performance Guarantor appropriate documents, without recourse and without representation or warrantywarranty of any kind, necessary to evidence or confirm the transfer by way of subrogation to such the Originator Performance Guarantor of an interest in the rights of the Issuer with respect to the Guaranteed Originator Obligations resulting from such payment to which the Originator Performance Guarantor shall have become entitled by such Guarantor.way of subrogation and thereafter the Issuer shall have no responsibility to the Originator Performance Guarantor or any other Person with respect thereof. 6 Originator Performance Guaranty

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all (other amounts payable under this Article XI shall be paid in full in cash than Contingent Indemnity Obligations) and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Guarantor will shall exercise any rights that it may now have or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Agent, Documentation Agent and other Lender Parties against any Loan other Credit Party or any other 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 any Loan other Credit Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and all Commitments, all outstanding Letters of Credit and all of the Final Maturity Date Loan Documents shall have occurredterminated; provided, however, no Guarantor shall have any rights hereunder against any Borrower or any of its Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the equity securities of any Borrower pursuant to a Pledge Agreement. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Lender Parties and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any Guarantor shall make payment to the Secured Agent, Documentation Agent and other Lender Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be paid in full in cash and (iii) all Commitments to lend hereunder, all outstanding Letters of Credit and all of the Final Maturity Date Loan Documents shall have occurredbeen terminated, the Secured Agent, Documentation Agent and other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor or appropriate documents, without recourse and without representation or warranty, reasonably necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common lawLaw, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent 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 Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agent and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s its respective obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lender against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, law including, without limitation, the right to take or receive from any Loan other Credit Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and the Final Maturity Date all commitments to lend hereunder shall have occurredterminated. If Guarantor agrees that any amount shall be paid to payment of any Indebtedness of Borrower now or hereafter held by such Guarantor is hereby subordinated in violation right of the immediately preceding sentence at any time prior payment to the later of the irrevocable and indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under unless otherwise agreed to in writing by Lender or provided for in this Article XI and agreement. If any amount shall be paid to a Guarantor in violation of the Final Maturity Dateimmediately preceding sentences, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid to the Secured Parties Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any a Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be indefeasibly paid in full in cash and (iii) the Final Maturity Date Lender’s commitment to lend hereunder shall have occurredbeen terminated, the Secured Parties Lender 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 by such Guarantor.Gxxxxxxxx

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from The Subsidiary Guarantors hereby jointly and severally agree that, until the existenceprior and complete satisfaction of all Termination Conditions, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any they (i) shall have no right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied subrogation with respect to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or (ii) (ii) waive any right to be held as Collateral for enforce any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to remedy which the Secured Parties or the Administrative Agent now have or may hereafter have against the Borrower, any endorser or any other guarantor of all or any part of the Guaranteed ObligationsObligations or any other Person, (ii) and each Subsidiary Guarantor waives any benefit of, and any right to participate in, any security or collateral that may from time to time be given to the Secured Parties and the Administrative Agent to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of the Borrower to the Secured Parties. Should any Subsidiary Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights prior to complete satisfaction of the Termination Conditions, each Subsidiary Guarantor hereby expressly and irrevocably (A) subordinates any and all other amounts payable under this Article XI shall be paid rights at law or in full in cash equity to subrogation, reimbursement, exoneration, contribution, indemnification or set-off that such Subsidiary Guarantor may have prior to the complete satisfaction of the Termination Conditions, and (iiiB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until all Termination Conditions are satisfied in full. Each Subsidiary Guarantor acknowledges and agrees that this subordination is intended to benefit the Final Maturity Date Administrative Agent and the Secured Parties and shall have occurrednot limit or otherwise affect such Subsidiary Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Secured Parties will, at such Guarantor’s request and expense, execute their respective successors and deliver to such Guarantor appropriate documents, without recourse assigns are intended third party beneficiaries of the waivers and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest agreements set forth in the Guaranteed Obligations resulting from such payment by such Guarantorthis Section 13.06.

Subrogation. No Notwithstanding anything to the contrary contained herein, any and all rights and claims of the Guarantor will exercise against the Borrower or any rights that it of its property or against any other person, arising by reason of any payment by the Guarantor to the Lender pursuant to the provisions, or in respect, of this Guaranty shall be subordinate, junior and subject in right of payment to the prior and indefeasible payment in full of the Guaranteed Obligations to the Lender, and until such time, the Guarantor shall have no right of subrogation, contribution or any similar right and hereby waive any right to enforce any remedy the Lender may now or hereafter acquire have against the Borrower, any Loan Party endorser or any other guarantor that arise from of all or any part of the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification Guaranteed Obligations and any right to participate in in, or benefit from, any claim or remedy security given to the Lender to secure the Guaranteed Obligations. Any promissory note evidencing such liability of the Secured Parties against any Loan Party Borrower to the Guarantor shall be non-negotiable, shall expressly state that it is subordinated pursuant to this Guaranty and shall be immediately assigned (with recourse) and delivered to the Lender. All liens and security interests of the Guarantor, whether now or hereafter arising and howsoever existing, in assets of the Borrower or any other guarantor or any Collateral, whether or not such claim, remedy or right arises assets securing the Guaranteed Obligations shall be and hereby are subordinated to the rights and interests of the Lender in equity or under contract, statute or common law, including, without limitation, those assets until the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, prior and indefeasible final payment in cash or other property or by set-off or in any other manner, payment or security solely on account full of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) to the Lender and termination of all other amounts payable under this Article XI shall have been paid in full in cash financing arrangements between the Borrower and the Final Maturity Date shall have occurredLender. If any amount shall be paid to any the Guarantor in violation contrary to the provisions of the immediately preceding sentence this Section 6 at any time prior to the later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been indefeasibly paid in full, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid turned over in kind in the form received to the Secured Parties Lender (duly endorsed if necessary) to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of the Financing Documents and this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such GuarantorGuaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party Obligor or any other guarantor Guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Holders against any Loan Party Obligor or any other guarantor Guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without 91 limitation, the right to take or receive from any Loan Party Obligor or any other guarantorGuarantor, directly or indirectly, in cash or other property or by set-off setoff 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateXI, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Holders and shall forthwith be paid to the Secured Parties Agent and the Holders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Holders of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Agent and the Holders 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 by such Guarantor.

Subrogation. No The Guarantor will not exercise any rights right that it may now or hereafter acquire against any Loan Party or any other guarantor the Counterparty that arise arises from the existence, payment, performance or enforcement of such the Guarantor’s payment and performance obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Beneficiary against any Loan Party the Counterparty or any other 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 any Loan Party or any other guarantorthe Counterparty, directly or indirectly, in cash or other property or by set-off setoff 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 (other than Contingent Indemnity Obligations) obligations of the Counterparty under the Agreement and all other amounts payable due under this Article XI Guaranty shall have been paid in full in cash (and the Final Maturity Date shall have occurrednot subject to disgorgement in bankruptcy or otherwise). If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable due under this Article XI and Guaranty, the Final Maturity Date, Guarantor shall hold such amount shall be held in trust as agent for the benefit of the Secured Parties and Beneficiary, which amount shall forthwith be paid to the Secured Parties Beneficiary to be credited and applied to the Guaranteed Obligations and all other amounts payable due under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this the Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable due under this Article XI Guaranty thereafter arising. If (ia) any the Guarantor shall make payment to the Secured Parties Beneficiary or perform or cause to be performed all of all or any part of the Guaranteed Obligations, Obligations and (iib) all of the Guaranteed Obligations and Obligations, all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Date shall all acts required to be performed have occurredbeen satisfactorily completed, the Secured Parties Beneficiary will, at such the Guarantor’s request and expense, expense execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warrantywarranty by the Beneficiary, necessary assigning, but only to evidence the transfer by subrogation extent of the amounts so paid or acts so performed, all of the Beneficiary’s rights and remedies under the Agreement, to seek and receive payment under the Agreement. In the event the Guarantor pays part or all of the Counterparty’s payment obligations or satisfies part or all of the Counterparty’s performance obligations, the Guarantor shall be entitled to the Counterparty’s rights and benefits under the Agreement and shall be subrogated to the Counterparty’s rights with respect to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment Counterparty’s obligations so paid or performed by such the Guarantor.

Subrogation. No The Guarantor will may not exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Party against any Loan Transaction Party or any other guarantor or any CollateralPledged Property, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, 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 (other than Contingent Indemnity Obligationsinchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall have indefeasibly been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Party and shall forthwith be paid to the Secured Parties Party to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Document, or to be held as Collateral Pledged Property for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Party of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall indefeasibly be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Party 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 by such the Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIXIX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIX shall have been paid in full in cash and the New Senior Credit Agreement Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIX and the New Senior Credit Agreement Final Maturity Date, Date such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIX thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIX shall be paid in full in cash and (iii) the New Senior Credit Agreement Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Until the Guaranteed Obligations shall have been paid in ----------- full, Guarantor will shall withhold exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, (a) any right of subrogation, reimbursement(b) any right of contribution Guarantor may have against any other guarantor of the Guaranteed Obligations, exoneration(c) any right to enforce any remedy which Polyphase now has or may hereafter have against the Company or (d) any benefit of, contribution or indemnification and any right to participate in any claim security now or remedy hereafter held by Polyphase. Guarantor further agrees that, to the extent the withholding of the Secured Parties exercise of its rights of subrogation and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantor may have against any Loan Party or any other 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 any Loan Party or any other guarantor, directly or indirectlyshall be junior and subordinate to any rights Polyphase may have against the Company, in cash or other property or by set-off or to all right, title and interest Polyphase may have in any such collateral or security, and to any right Polyphase may have against such other mannerguarantor. Polyphase may use, payment sell or dispose of any item of collateral or security solely on account as it sees fit without regard to any subrogation rights Guarantor may have, and upon any such disposition or sale any rights of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI subrogation Guarantor may have shall have been paid in full in cash and the Final Maturity Date shall have occurredterminate. 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 later of the payment in full in cash of the when all Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Parties Polyphase and shall forthwith be paid over to the Secured Parties Polyphase to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, the Master Loan Agreement or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all Note or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorapplicable security agreement.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Buyer against any Loan Transaction Party or any other guarantor or any CollateralCollateral (as defined in the Security Agreement), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, 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 the indefeasible payment in full in cash of all obligations under the Note (together with any matured indemnification obligations as of the Guaranteed Obligations (other than Contingent Indemnity Obligationsdate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredGuaranty (excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Buyer and shall forthwith be paid to the Secured Parties Buyer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Note Transaction Document, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Buyer of all or any part of the Guaranteed Obligations, and (iib) the Buyer receives the indefeasible payment in full in cash of all obligations under the Note (together with any matured indemnification obligations as of the Guaranteed Obligations date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall be paid in full in cash and Guaranty (iii) the Final Maturity Date shall have occurredexcluding any inchoate or unmatured contingent indemnification obligations), the Secured Parties Buyer 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from Until one of the existenceTermination Conditions is satisfied, paymenteach Subsidiary Guarantor, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any (i) shall have no right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied subrogation with respect to the Guaranteed Obligations and all (ii) waives any right to enforce any remedy which the Holders or the Trustee now have or may hereafter have against the Company, any endorser or any other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties guarantor of all or any part of the Guaranteed ObligationsObligations or any other Person, (ii) and each Subsidiary Guarantor waives any benefit of, and any right to participate in, any security or collateral that may from time to time be given to the Holders and the Trustee to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of the Company to the Holders. Should any Subsidiary Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights prior to complete satisfaction of one of the Termination Conditions, each Subsidiary Guarantor hereby expressly and irrevocably (A) subordinates any and all other amounts payable under this Article XI shall be paid rights at law or in full in cash equity to subrogation, reimbursement, exoneration, contribution, indemnification or set-off that such Subsidiary Guarantor may have prior to satisfaction of one of the Termination Conditions, and (iiiB) waives any and all defenses available to a surety, Subsidiary Guarantor or accommodation co-obligor until one of the Final Maturity Date Termination Conditions is satisfied. Each Subsidiary Guarantor acknowledges and agrees that this subordination is intended to benefit the Trustee and the Holders and shall have occurrednot limit or otherwise affect such Subsidiary Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Trustee, the Secured Parties will, at such Guarantor’s request Holders and expense, execute their respective successors and deliver to such Guarantor appropriate documents, without recourse assigns are intended third party beneficiaries of the waivers and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest agreements set forth in the Guaranteed Obligations resulting from such payment by such Guarantorthis Section 6(a).

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.and

Subrogation. No Guarantor will exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIGuaranty or any other Credit 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 Beneficiary against the Secured Parties against any Loan Party Borrower or any other guarantor or any CollateralPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party the Borrower or any other guarantorPerson, 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 (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty shall have been paid in full in cash cash, all Letters of Credit have terminated or expired and no Letter of Credit Obligations shall remain outstanding, all Interest Rate Contracts with the Final Maturity Date Beneficiaries have been terminated, and all Commitments shall have occurredexpired or terminated. If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty, (b) the satisfaction of all Letter of Credit Obligations and the Final Maturity Datetermination of all obligations of the Issuing Banks and the Banks in respect of Letters of Credit, (c) the termination of all Interest Rate Contracts with the Beneficiaries, and (d) the termination of the Commitments, such amount shall be held in trust for the benefit of the Secured Parties Beneficiaries and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such GuarantorCredit Documents.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 Until the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) shall be satisfied in full and all other amounts payable the Commitments shall be terminated, the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Article XI shall Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have been paid or acquire (in full any way whatsoever) which could entitle it at any time to share or participate in cash and any right, remedy or security of any Guaranteed Party as against the Final Maturity Date shall have occurredBorrower or any other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. 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 later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe Loan Documents. If (i) any Guarantor shall make Upon the payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and the termination of all other amounts payable under this Article XI Commitments, the Guarantor shall be paid in full in cash and subrogated to the rights of the Guaranteed Parties against the Borrower to the extent otherwise permitted by law; provided, however, that such subrogation shall not (iiii) the Final Maturity Date shall have occurred, the Secured 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 Borrower 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 the 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 the 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 the 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 by such Guarantorright of subrogation.

Subrogation. No Guarantor will Notwithstanding any payment(s) made by any Pledgor or the exercise by the Pledgee of any rights that it may now remedy provided hereunder or hereafter acquire against any Loan Party under the Credit Agreement or any other guarantor that arise from the existenceLoan Document, payment, performance or enforcement no Pledgor shall have a claim (as defined in 11 U.S.C. §101(5)) of such Guarantor’s obligations under this Article XI, including, without limitation, subrogation to any right of subrogation, reimbursement, exoneration, contribution the Pledgee or indemnification and the Pledgee as against the Pledged Subsidiaries or any right to participate in Pledged Collateral or other Collateral or any claim or remedy guaranty held by the Pledgee for the satisfaction of any of the Secured Parties against Obligations, nor shall any Loan Party Pledgor have any claim (as defined in 11 U.S.C. §101(5)) for reimbursement, indemnity, exoneration or any other guarantor or any Collateral, whether or not contribution from the Borrower in respect of payments made by such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectlyPledgor hereunder, in cash or other property or by set-off or any such case until the indefeasible payment in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all full of the Guaranteed Secured Obligations (other than Contingent Indemnity Obligationsany contingent obligations that survive the termination of this Agreement, the Credit Agreement and the other Loan Documents) and all other amounts payable the termination of the Pledgee’s (and Lenders’) commitments under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredCredit Agreement. If any amount shall be paid to any Guarantor in violation Pledgor on account of the immediately preceding sentence such subrogation, reimbursement, indemnity, exoneration or contribution rights at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datetime, such amount shall be held by such Pledgor in trust for the Pledgee, segregated from other funds of such Pledgor, and shall be turned over to the Pledgee for the benefit of the Secured Parties and shall forthwith be paid Parties, in the exact form received by such Pledgor (duly endorsed by such Pledgor to the Secured Parties Pledgee, if required), to be credited and applied as provided in the Credit Agreement. The Pledgee shall not have any obligation or duty to protect any Pledgor’s rights of subrogation arising pursuant to this Agreement or under any applicable Law, nor shall the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this AgreementPledgee be liable for any loss to, or to be impairment of, any subrogation rights held as Collateral for by any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such GuarantorPledgor.

Subrogation. No Guarantor will exercise Notwithstanding the satisfaction by Guarantors of any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existenceliability hereunder, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, Guarantors shall not have any right of subrogation, reimbursementcontribution, exonerationreimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Borrower or to any collateral for the Loan, contribution or to participate in any way in the indebtedness of Borrower to Lender, or in any right, title or interest in and to any security or right of recourse for the indebtedness of Borrower to Lender, until all indebtedness of Borrower to Lender, has been fully paid and all of the Obligations have been satisfied in full (other than contingent indemnification obligations for which no claims have been made). In connection with the foregoing, Guarantors expressly waive in favor of Administrative Agent, for the benefit of itself and the Lenders, any and all rights of subrogation to Administrative Agent or any Lender against Borrower, and Guarantors hereby waive any rights to enforce any remedy which Administrative Agent or any Lender may have against Borrower and any right to participate in any claim collateral for the Loan. If either Guarantor is or remedy becomes an “insider” (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) with respect to Borrower, then Guarantors hereby irrevocably and absolutely waive any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law. It is the intention of the Secured Parties against any Loan Party parties that Guarantors shall not be deemed to be a “creditor” (as defined in Section 101 of the United States Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or any other 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 any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or Guarantors becomes a debtor in any other manner, payment or security solely on account proceeding under the United States Bankruptcy Code. This waiver is given to induce each Lender to make the Loan to Borrower as evidenced by the Notes. Nothing contained herein shall preclude the exercise by Guarantors of any such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence rights at any time prior to the later of after the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorindebtedness.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIARTICLE X, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE X shall have been paid in full in cash and the Final Maturity Date Total Commitment shall have occurredbeen terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE X and the Final Maturity Datetermination of the Total Commitment, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE X, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE X thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties 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 Article XI ARTICLE X shall be paid in full in cash and (iii) the Final Maturity Date termination of the Total Commitment shall have occurred, the Secured Parties Agents and the 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIArticle, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIArticle, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties 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 Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall all Commitments have occurredbeen terminated, the Secured Parties Agents and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor The Company will not exercise any rights ----------- that it may now or hereafter acquire against any Loan Party Sprint Capital or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Company's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Administrative Agent or any Lender against any Loan Party Sprint Capital 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 any Loan Party Sprint Capital or any other insider guarantor, directly or indirectly, in cash or other property or by set-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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Revolver Termination Date shall have occurred. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and the Final Maturity Revolver Termination Date, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this AgreementGuaranty, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor the Company shall make payment to the Secured Parties Administrative Agent or any Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Revolver Termination Date shall have occurred, the Secured Parties Administrative Agent and the Lenders will, at such Guarantor’s the 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 by such Guarantorthe Company.

Subrogation. No Guarantor The Company will not exercise any rights that it may now or hereafter acquire against any Loan Party Aptar SAS or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under this Article XIAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party Administrative Agent or any other Lender against a Borrowing Subsidiary 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 any Loan Party Aptar SAS 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 solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredterminated. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty and the Final Maturity Datetermination of the Commitments, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent and the other Lenders and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIguaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI guaranty thereafter arising. If (i) any Guarantor shall make payment to The Company acknowledges that it will receive direct and indirect benefits from the Secured Parties of all or any part of financing arrangements contemplated by this Agreement and that the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under waiver set forth in this Article XI shall be paid section is knowingly made in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at contemplation on 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 by such Guarantorbenefits.

Subrogation. No Guarantor will shall exercise any rights that it may now have or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI10, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lender against any Loan other Credit Party or any other 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 any Loan other Credit Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI 10 shall have been indefeasibly paid in full in cash and the Final Maturity Date Commitment has terminated; provided, that no Guarantor shall have occurredany rights hereunder against any Credit Party or any of its Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the Capital Securities of such Credit Party or Subsidiary pursuant to a Collateral Document. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid to the Secured Parties Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI10, whether matured or unmatured, in accordance with the terms of this Credit Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI 10 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI 10 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.and

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XI, 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 Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Guarantor hereby unconditionally and ----------- irrevocably agrees that, until the Termination Date (i) Guarantor will exercise not at any rights that it may now time assert against Seller (or hereafter acquire against Seller's estate in the event Seller becomes bankrupt or becomes the subject of any Loan Party case or any other guarantor that arise from proceeding under the existence, payment, performance or enforcement bankruptcy laws of such Guarantor’s obligations under this Article XI, including, without limitation, the United States of America) any right of subrogationor claim to indemnification, reimbursement, exoneration, contribution or indemnification payment for or with respect to any and any right all amounts Guarantor may pay or be obligated to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common lawpay Purchaser, including, without limitation, the indebtedness and any and all obligations which Guarantor may perform, satisfy or discharge, under or with respect to this Guaranty; (ii) Guarantor shall have no right of subrogation, and Guarantor shall have no right to enforce any remedy which Guarantor now has or may hereafter have against Seller; and (iii) Guarantor waives any benefit of, and any right to participate in, any security now held by Purchaser. Guarantor waives any defense based upon an election of remedies by Purchaser which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Seller for reimbursement. Prior to the Termination Date, Guarantor may take or receive from any Loan Party or any other guarantor, 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 steps as may be reasonably necessary to protect its ability to assert its rights after the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredTermination Date. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time or received by Guarantor, prior to the later Termination Date, on account of the payment such subrogation rights or in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateconnection with action taken to protect such subrogation rights, such amount shall be held in trust by Guarantor for the benefit of the Secured Parties Purchaser and shall forthwith be paid to the Secured Parties Purchaser to be credited and applied against the obligations of Guarantor hereunder. Guarantor further hereby unconditionally and irrevocably agrees that, subject to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, limitation set forth in accordance with the terms Section 2 of this AgreementGuaranty, or its guaranty extends to be held as Collateral for the full and prompt payment to Purchaser of any Guaranteed Obligations of the indebtedness or other amounts payable sums paid to Purchaser pursuant to the Purchase Documents which Purchaser is subsequently ordered or required to pay or disgorge on the grounds that such payments constituted an avoidable preference or a fraudulent transfer under this Article XI thereafter arising. If (i) any applicable bankruptcy, insolvency or fraudulent transfer laws; and Guarantor shall make payment to the Secured Parties fully and promptly indemnify Purchaser in defense of all such claims of avoidable preference or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorfraudulent transfer.

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor Borrower that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under or in respect of this Article XIGuaranty, 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, any L/C Issuer or the Secured Parties Administrative Agent against any Loan other Credit 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 any Loan other Credit 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 solely on account of such claim, remedy or right, unless and until (a) the Guarantor shall have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out-of-pocket expenses incurred by any of the Guaranteed Obligations Parties (other than Contingent Indemnity Obligationsincluding the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty and (b) the Commitments of the Lenders under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and all other amounts Obligations payable by the Borrowers under this Article XI the Loan Documents shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later date all Commitments of the payment Lenders under the Credit Agreement shall have terminated, no Letters of Credit shall be outstanding and all Obligations payable by the Borrowers under the Loan Documents shall have been paid in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datecash, such amount shall be received and held in trust for the benefit of the Secured Parties Lenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out-of-pocket expenses incurred by any of the Guaranteed Parties (including the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty and (iiiii) the Final Maturity Date Commitments of the Lenders under the Credit Agreement shall have occurredexpired or been terminated, no Letters of Credit shall be outstanding and all Obligations payable by the Borrowers under the Loan Documents shall have been paid in full in cash, the Secured Guaranteed 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 Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Collateral Agent against any Loan Transaction Party or any other 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 any Loan Transaction Party or any other guarantor, 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 (other than Contingent Indemnity Obligationsinchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty shall have indefeasibly been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Collateral Agent and shall forthwith be paid to the Secured Parties Collateral Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Document, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Collateral Agent of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty shall indefeasibly be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Collateral Agent 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 by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations (other than Contingent Indemnification Obligations) and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations its Obligations under this Article XIGuaranty 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 other Secured Parties Party against any such 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 any such other Loan 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 solely on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash cash, all of the Letters of Credit shall have expired, terminated or been cancelled and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later latest of (a) the payment in full in cash of all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty, (b) the full drawing, termination, expiration or cancellation of all Letters of Credit, and (c) the Final Maturity Date, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Secured Parties (in the same form as so received) and shall forthwith be paid to the Secured Parties Administrative Agent (without any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment pay to the Secured Parties of Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and cash, (iii) all of the Final Letters of Credit shall have expired, terminated or been cancelled, and (iv) the Maturity Date shall have occurred, the Administrative Agent and the other 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 the payment made by such GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No Subsidiary Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under this Article XIARTICLE IX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Collateral Agent and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE IX shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE IX and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Collateral Agent and the Lenders and shall forthwith be paid to the Secured Parties Collateral Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE IX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE IX thereafter arising. If (i) any Subsidiary Guarantor shall make payment to the Secured Parties Collateral Agent 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 Article XI ARTICLE IX shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Collateral Agent and the Lenders 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 by such Subsidiary Guarantor.

Subrogation. No The Originator Performance Guarantor will not exercise or assert any rights that which it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement by way of such Guarantor’s obligations subrogation under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other 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 any Loan Party or any other guarantor, 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, Guaranty unless and until all of the Guaranteed Originator Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid and performed in full in cash and the Final Maturity Date shall have occurredfull. If any amount payment shall be paid made to the Originator Performance Guarantor on account of any Guarantor in violation of the immediately preceding sentence subrogation rights at any time prior to the later of the payment in full in cash when all of the Guaranteed Originator Obligations (other than Contingent Indemnity Obligations) shall not have been paid and all other amounts payable under this Article XI performed in full, each and the Final Maturity Date, such every amount shall so paid will be held in trust for the benefit of the Secured Parties Issuer and shall forthwith be paid to the Secured Parties Issuer, to be credited and applied to the Guaranteed Originator Obligations and all other amounts payable under this Article XI, whether matured or unmaturedto the extent then unsatisfied, in accordance with the terms of this the Second Tier Agreement or any document delivered in connection with the Second Tier Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe case may be. If In the event (i) any the Originator Performance Guarantor shall make payment to the Secured Parties of all or have satisfied any part of the Guaranteed Obligations, Originator Obligations and (ii) all of the Guaranteed Originator Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredbeen paid and performed in full, the Secured Parties will, Issuer will at such the Originator Performance Guarantor’s 's request and expense, execute and deliver to such the Originator Performance Guarantor appropriate documents, without recourse and without representation or warrantywarranty of any kind, necessary to evidence or confirm the transfer by way of subrogation to such the Originator Performance Guarantor of an interest in the rights of the Issuer with respect to the Guaranteed Originator Obligations resulting from such payment to which the Originator Performance Guarantor shall have become entitled by such Guarantor.way of subrogation and thereafter the Issuer shall have no responsibility to the Originator Performance Guarantor or any other Person with respect thereof. Originator Performance Guaranty

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent 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 Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agent and the 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 by such Guarantor.

Subrogation. No Guarantor will shall exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Agents and the Lenders of all or any part of the Guaranteed Obligations, (iib) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iiic) the Final Maturity Date shall have occurred, the Secured Parties willAgents and the Lenders shall, 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 by such Guarantor.

Subrogation. No A or B Guarantor party hereto will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other 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 any Loan Party or any other guarantor, 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 Commitments have been terminated and all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been indefeasibly paid in full in cash and the Final Maturity Date shall have occurredfull. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later termination of all of the Commitments and the indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash Commitments have been terminated, and (iii) all of the Final Maturity Date shall Guaranteed Obligations have occurredbeen indefeasibly paid in full, the Secured Parties Agents, the Lenders and the L/C Issuer 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 by such Guarantor.

Subrogation. No Guarantor will Until the Guaranteed Obligations shall have been paid in full, Guarantors shall withhold exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, (a) any right of subrogation, reimbursement(b) any right of contribution Guarantors or any of them may have against any other guarantor of the Guaranteed Obligations, exoneration(c) any right to enforce any remedy which Agent or any Lender now has or may hereafter have against any Borrower or (d) any benefit of, contribution or indemnification and any right to participate in in, any claim security now or remedy hereafter held by Agent or any Lender. Guarantors further agree that, to the extent the withholding of the Secured Parties exercise of their rights of subrogation and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantors or any of them may have against any Loan Party Borrower or against any collateral or security, and any rights of contribution Guarantors or any other 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 any Loan Party or of them may have against any other guarantor, directly shall be junior and subordinate to any rights Agent or indirectlyany Lender may have against any Borrower, in cash to all right, title and interest Agent or other property or by set-off or any Lender may have in any such collateral or security, and to any right Agent or any Lender may have against such other mannerguarantor. Agent, payment on behalf of Lenders, may use, sell or dispose of any item of collateral or security solely on account as it sees fit without regard to any subrogation rights Guarantors or any of them may have, and upon any such claim, remedy disposition or right, unless and until all sale any rights of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI subrogation Guarantors or any of them may have with respect to such sale or disposition shall have been paid in full in cash and the Final Maturity Date shall have occurredterminate. If any amount shall be paid to any Guarantor in violation Guarantors on account of the immediately preceding sentence such subrogation rights at any time prior to the later of the payment in full in cash of the when all Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit Agent on behalf of the Secured Parties Lenders and shall forthwith be paid over to Agent for the Secured Parties benefit of Lenders to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all Loan and Security Agreement or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the 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 by such Guarantorapplicable security agreement.

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Secured Parties against any Loan Party or any other guarantor or any CollateralCompany, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Company, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty, and (b) the Final Maturity Datetermination or expiration of all Interest Rate Protection Agreements to which any Secured Party is a party, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties 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 Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Financing Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the any Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash cash, and (iii) the Final Maturity Date all Interest Rate Protection Agreements to which any Secured Party is a party shall have occurredterminated or expired, the 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 Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No Guarantor None of the Guarantors will exercise any rights that it they may now or hereafter acquire against any Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Guarantors' obligations under this Article XISection 18, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party or any other 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 any Loan Party or any other guarantorParty, 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 (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 18, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 18 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent 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 Article XI Section 18 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agent and the 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 any Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor. Exhibit B Exhibit S-1 to Credit Agreement Form of SOFR Notice [attach] -137- EXHIBIT S-1 FORM OF SOFR NOTICE Wxxxx Fargo Capital Finance, LLC, as Agent under the below referenced Loan Agreement 2000 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Attention: Business Finance Division Manager Ladies and Gentlemen: Reference hereby is made to that certain Third Amended and Restated Loan and Security Agreement, dated as of January 17, 2017 (the "Loan Agreement"), among LSB Industries, Inc., a Delaware corporation ("Administrative Borrower" or "Parent"), certain of Parent's subsidiaries identified on the signature pages thereof as Borrowers (such subsidiaries, together with the Administrative Borrower, are collectively, jointly and severally, the "Borrowers"), the lenders signatory thereto (the "Lenders"), and Wxxxx Fargo Capital Finance, LLC, a California limited liability company, as the arranger and administrative agent for the Lenders ("Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. This SOFR Notice represents the Borrowers' request to elect the SOFR Option with respect to outstanding Advances in the amount of $__________ (the "SOFR Component") [, and is a written confirmation of the telephonic notice of such election given to Agent]. Such SOFR Component will have an Interest Period of [1 or 3] month(s) commencing on __________. This SOFR Notice further confirms the Borrowers' acceptance, for purposes of determining the rate of interest based on the Adjusted Term SOFR under the Loan Agreement, of the Adjusted Term SOFR as determined pursuant to the Loan Agreement. Administrative Borrower, on behalf of itself and the other Borrowers, represents and warrants that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above. Dated: ______________________________ LSB INDUSTRIES, INC., a Delaware corporation, as Administrative Borrower By: Name: Title: Acknowledged by: WXXXX FARGO CAPITAL FINANCE, LLC, as Agent By: Name: Title: