Common use of Subrogation and Subordination Clause in Contracts

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. (a) No The Guarantor will not exercise any rights that which it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement acquired by way of such Guarantor’s obligations subrogation under this Guaranty Agreement, by any payment made hereunder or otherwise, or accept 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claimsubrogation rights, remedy or rightany rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash. The Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to the Guarantor, whether now existing or hereafter arising, including, without limitation, all Letters rights and claims described in clause (a) of Credit have been terminated or expired (or been cash collateralized this Section 5, to the satisfaction payment in full in cash of all of the Issuing Lender)Guaranteed Obligations. If the Required Holders so request, all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (any such Indebtedness or other than Hedging Arrangements obligations shall be enforced and performance received by the Guarantor as to which arrangements satisfactory trustee for the holders and the proceeds thereof shall be paid over to the applicable counterparty holders promptly, in its sole discretion have been madethe form received (together with any necessary endorsements) and all Commitments shall have terminated (such date being to be applied to the “Termination Date”)Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty Agreement. If any amount shall be paid or other payment is made to a or accepted by the Guarantor in violation of any of the preceding sentence at any time prior to or on the Termination Dateclauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of of, the Secured Parties holders and shall forthwith be paid over to the Administrative Agent holders promptly, in the form received (together with any necessary endorsements) to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in accordance with any manner the terms liability of the Credit DocumentsGuarantor under this Guaranty Agreement. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

Subrogation and Subordination. Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees with the Administrative Agent (afor the benefit of the Indemnified Parties) No Guarantor will that it shall not exercise or assert any rights that it may now have or hereafter acquire against any of the Borrower or any other Person to the extent Guaranteed Parties that such rights arise from the existence, payment, performance or enforcement of such Performance Guarantor’s obligations under this Guaranty Agreement or any other Credit Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and or any right to participate in any claim or remedy of any Secured Indemnified Party against the Borrower any Guaranteed Party or any other Personasset or collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other PersonGuaranteed Party, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty Agreement shall have been paid in full and the Final Date shall have occurred. The payment of any amounts due with respect to any indebtedness of any Guaranteed Party now or hereafter owed to any Performance Guarantor that arise from the existence, payment, performance or enforcement of such Performance Guarantor’s obligations under this Agreement or any other Transaction Document is hereby subordinated to the prior payment in cashfull of all of the Guaranteed Obligations. Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations, it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Guaranteed Party to such Performance Guarantor until all Letters of Credit the Guaranteed Obligations shall have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty paid and performed in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)full. If any amount shall be paid to a any Performance Guarantor in violation of the preceding sentence at any time prior to or on the Termination later of (i) the payment in full of the Guaranteed Obligations and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the Transaction Documents and (ii) the Final Date, such amount shall be held in trust for the benefit of the Secured Indemnified Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Credit DocumentsTransaction Documents or to be held by the Administrative Agent as collateral security for any Guaranteed Obligations payable under this Agreement thereafter arising.

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

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all the occurrence of the Guaranteed Obligations Termination Date (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”defined below). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. For purposes of this Guaranty, “Termination Date” means the date on or prior to which each of the following shall have occurred: (i) the termination of the Commitments, (ii) the termination of all Hedging Agreements with such Swap Counterparties (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), (iii) the termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made), and (iv) the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Secured Obligations (other than indemnity obligations and other similar obligations that survive the termination of this Guaranty for which no notice of claim has been received by any Guarantor).

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty 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 Secured Party Beneficiary against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters cash and no Letter of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) Obligations shall remain outstanding and all Commitments shall have terminated (such date being the “Termination Date”)expired or terminated. If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on (a) the Termination Datepayment in full in cash of the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, (b) the satisfaction of all Letter of Credit Obligations and the termination of all obligations of the Issuing Lender and the Lenders in respect of Letters of Credit, and (c) 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 Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “"Termination Date”"). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.. Exhibit B – Form of Guaranty Agreement NY\6271324.2

Subrogation and Subordination. (a) No Each Guarantor will not exercise any rights that which it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement acquired by way of such Guarantor’s obligations subrogation under this Guaranty Agreement, by any payment made hereunder or otherwise, or accept 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claimsubrogation rights, remedy or rightany rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been indefeasibly paid in full in cash. (b) Each Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all Letters rights and claims described in clause (a) of Credit have been terminated or expired (or been cash collateralized this Section 5, to the satisfaction indefeasible payment in full in cash of all of the Issuing Lender)Guaranteed Obligations. If the Required Holders so request during the existence of any Default or Event of Default, all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (any such Indebtedness or other than Hedging Arrangements obligations shall be enforced and performance received by such Guarantor as to which arrangements satisfactory trustee for the holders and the proceeds thereof shall be paid over to the applicable counterparty holders promptly, in its sole discretion have been madethe form received (together with any necessary endorsements) and all Commitments shall have terminated to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Guarantor under this Guaranty Agreement. (such date being the “Termination Date”). c) If any amount shall be paid or other payment is made to a or accepted by any Guarantor in violation of any of the preceding sentence at any time prior to or on the Termination Dateclauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Secured Parties holders and shall forthwith be paid over to the Administrative Agent holders promptly, in the form received (together with any necessary endorsements) to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in accordance with any manner the terms liability of such Guarantor under this Guaranty Agreement. (d) Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits. (e) Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the Credit Documents.benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 5(e) shall -5- \\DC - 047743/000003 - 12151411 v6

Subrogation and Subordination. Until the payment in full of the Guaranteed Obligations, the termination of the Agreement and all commitments which could give rise to any Guaranteed Obligation, and the other conditions of this Guaranty have been satisfied ("Guaranty Termination"), no Guarantor shall have any right of subrogation with respect to the Guaranteed Obligations and hereby waives, until Guaranty Termination occurs, (a) No Guarantor will exercise any rights that it right to enforce any remedy which the Letter of Credit Issuer now has or may now hereafter have or hereafter acquire against the Borrower any Applicant, any endorser or any other Person guarantor of all or any part of the Guaranteed Obligations, (b) any benefit of, and any right to participate in, any security or collateral given to the extent that such rights arise from Letter of Credit Issuer to secure payment of the existence, payment, performance Guaranteed Obligations or enforcement of such Guarantor’s obligations under this Guaranty any part thereof or any other liability of any Guarantor to the Letter of Credit DocumentIssuer, including, without limitation, and (c) any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate indemnification, in any claim or remedy of any Secured Party against the Borrower or any other Personeach case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Dateoccurrence of Guaranty Termination, such amount shall be held in trust for the benefit of the Secured Parties Letter of Credit Issuer and shall forthwith be paid to the Administrative Agent Letter of Credit Issuer to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors such Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Each Guarantor hereby agrees that any indebtedness of any Applicant to such Guarantor shall be subordinated to the Obligations under the Agreement in the manner and on terms satisfactory to the Letter of Credit Issuer.

Subrogation and Subordination. (a) No Guarantor will exercise Upon payment by any Grantor of any Secured Obligations, all rights that it may now have or hereafter acquire of such Grantor against the Borrower Company or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement Grantor arising as a result thereof by way of such Guarantor’s obligations under this Guaranty or any other Credit Document, including, without limitation, any right of subrogation, contribution, reimbursement, exoneration, contribution indemnity or indemnification otherwise shall in all respects be subordinate and any junior in right of payment to participate in any claim or remedy of any Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all prior termination of the Guaranteed aggregate Commitments and payment in full of all Secured Obligations (other than (ai) Letter of Credit contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations which are not yet due and payable in connection with under Secured Hedge Agreements, Secured Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized Secured Cash Management Obligations to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”extent not currently due). If any amount shall be paid to a Guarantor the Company or any other Grantor in violation contravention of the preceding sentence at foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any time prior to such indebtedness of the Company or on the Termination Dateany other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Administrative Collateral Agent to be credited and applied to against the Guaranteed Obligations and any and all other amounts payable by payment of the Guarantors under this GuarantySecured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Company) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Subrogation and Subordination. (a) No The Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent insider guarantor that such rights arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations 's Obligations under this Guaranty or any other Credit 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 Secured other Lender Party against the Borrower or any other Personinsider guarantor or any collateral security, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Personinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and all such rights shall be subordinated, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash or purchased by the Guarantor in full for cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be paid to a the Guarantor in violation of the preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations or on the Termination Date, purchase in full by the Guarantor for cash of the Guaranteed Obligations and the payment in full in cash of all other amounts payable under this Guaranty such amount shall be held in trust for the benefit of the Secured Administrative Agent and the other Lender Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Loan Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) the Guarantor shall make payment to the Administrative Agent or any other Lender Party of all or any part of the Guaranteed Obligations, or shall purchase all or any part of the Guaranteed Obligations, pursuant to Section 1, Section 2 or Section 11 hereof, and (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall be purchased or paid in full in cash, the Administrative Agent and the other Lender Parties will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation or purchase, as the case may be, to the Guarantor of an interest in, all or such part of, the Guaranteed Obligations resulting from such payment or purchase by the Guarantor.

Subrogation and Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Principal Debtor to any affiliate of the Lenders and/or Agent (a) No and the expiration of any applicable preference periods under the Federal Bankruptcy Code without there having occurred any reorganization of Principal Debtor in connection with a Bankruptcy Event), the Guarantor will shall not exercise any rights that it may now have against Principal Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation or hereafter acquire otherwise, and shall not prove any claim in competition with the Agent and/or the Lenders or their respective affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor shall not claim any set-off or counterclaim against Principal Debtor in respect of any liability of the Borrower or Guarantor to Principal Debtor; and the Guarantor waives any other Person to the extent that such rights arise from the existence, payment, performance or enforcement benefit of such Guarantor’s obligations under this Guaranty 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 collateral which may be held by the Lenders, Agent and/or any affiliate thereof. The payment of any Secured Party against amounts due with respect to any indebtedness of Principal Debtor now or hereafter held by the Borrower or any other Person, whether or not such claim, remedy or right arises Guarantor is hereby subordinated to the prior payment in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all full of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and may be payable in connection with Letters of Credit that have been cash collateralized only in accordance with the Credit Agreement and Loan Agreement. The Guarantor agrees that after the occurrence of any default, including without limitation an Event of Default or a Guaranty Event of Default (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive as such term is defined in Section 11 below), in the termination payment or expiration performance of the Credit Agreement and Obligations, the other Credit Documents) and Guarantor shall not demand, sue for or otherwise attempt to collect any and all other amounts payable by such indebtednexx of Principal Debtor to the Guarantors under this Guaranty Guarantor until the Obligations shall have been paid in full full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in cashrespect of such indebtedness, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount amounts shall be collected, enforced and received by the Guarantor as trustee for Agent, and be paid over to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust Agent for the benefit of the Secured Parties and shall forthwith be paid Lenders, on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Unlimited Guaranty. In the event the Guarantor is or becomes an "insider" (as defined from time to time in Section 101 of the Administrative Agent Federal Bankruptcy Code) with respect to be credited and applied to the Guaranteed Obligations and Principal Debtor, any and all rights of the Guarantor (a) of reimbursement, indemnification, and exoneration against Principal Debtor, (b) of contribution against Principal Debtor (if the Unlimited Guaranty is secured) and/or any other amounts payable guarantor and (c) of subrogation to the rights of the Lenders and/or Agent or any similar rights under any of the Financing Documents, whether such rights arise under an express or implied contract or operation of law, are hereby expressly waived, it being the intention of the parties hereto that the Guarantor shall not be deemed a "creditor" (as defined in Section 101 of the Federal Bankruptcy Code) of Principal Debtor by reason of the Guarantors under existence of this Unlimited Guaranty, whether matured or unmatured, in accordance with this waiver being given to induce the terms of Agent and the Credit DocumentsLenders to enter into the Loan Agreement.

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due contingent and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documentsobligations) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Secured Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as or novated to which arrangements satisfactory to the applicable a counterparty in its sole discretion have been made) that is not a Secured Party and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. Until the indefeasible payment in full in cash of the Guaranteed Obligations, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitation (a) No any right of subrogation, reimbursement or indemnification that such Guarantor will exercise now has or may hereafter have against the Borrower, (b) any rights right to enforce, or to participate in, any claim, right or remedy that it the Lender now has or may now hereafter have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existenceguarantor, paymentand (c) any benefit of, performance or enforcement of such Guarantor’s obligations under this Guaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in in, any claim or remedy of any Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment collateral or security on account of such claimnow or hereafter held by the Lender. In addition, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been indefeasibly paid in full in cash, all Letters each Guarantor shall withhold exercise of Credit any right of contribution that such Guarantor may have been terminated against the other Guarantors or expired (any other guarantor of the Guaranteed Obligations under Section 3 hereof or been cash collateralized at law or in equity or otherwise. Each Guarantor further agrees that, to the satisfaction extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, such rights of subrogation, reimbursement or indemnification that such Guarantor may have against the Issuing Lender)Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights that the Lender may have against the Borrower, to all Hedging Arrangements right, title and interest the Lender may have in any such collateral or security, and to any right the Lender may have against such other guarantor. The Lender may use, sell or dispose of any items of collateral or security as it sees fit without regard to any subrogation rights arising out of this Guaranty that any Guarantor may have and, upon any such disposition or sale, any rights of subrogation that any Guarantor may have shall, with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory respect to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)collateral disposed of, terminate. If any amount shall be paid to a any Guarantor in violation on account of the preceding sentence subrogation rights at any time prior to or on the Termination Datewhen all Guaranteed Obligations shall not have been paid in full in cash, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid over to the Administrative Agent Lender to be credited and applied to against the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured whethermatured or unmatured, in accordance with the terms of the Credit DocumentsLoan Agreement, the Loans or the Notes. 14.

Subrogation and Subordination. Until the indefeasible payment in ----------------------------- full in cash of the Guaranteed Obligations, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitation (a) No any right of subrogation, reimbursement or indemnification that such Guarantor will exercise now has or may hereafter have against the Borrower, (b) any rights right to enforce, or to participate in, any claim, right or remedy that it the Lender now has or may now hereafter have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existenceguarantor, paymentand (c) any benefit of, performance or enforcement of such Guarantor’s obligations under this Guaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in in, any claim or remedy of any Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment collateral or security on account of such claimnow or hereafter held by the Lender. In addition, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been indefeasibly paid in full in cash, all Letters each Guarantor shall withhold exercise of Credit any right of contribution that such Guarantor may have been terminated against the other Guarantor or expired (any other guarantor of the Guaranteed Obligations under Section 3 hereof or been cash collateralized at law or in equity or otherwise. Each Guarantor further agrees that, to the satisfaction extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, such rights of subrogation, reimbursement or indemnification that such Guarantor may have against the Issuing Lender)Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights that the Lender may have against the Borrower, to all Hedging Arrangements right, title and interest the Lender may have in any such collateral or security, and to any right the Lender may have against such other guarantor. The Lender may use, sell or dispose of any items of collateral or security as it sees fit without regard to any subrogation rights arising out of this Guaranty that either Guarantor may have and, upon any such disposition or sale, any rights of subrogation that either Guarantor may have shall, with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory respect to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)collateral disposed of, terminate. If any amount shall be paid to a either Guarantor in violation on account of the preceding sentence subrogation rights at any time prior to or on the Termination Datewhen all Guaranteed Obligations shall not have been paid in full in cash, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid over to the Administrative Agent Lender to be credited and applied to against the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Credit DocumentsLoan Agreement, the Note or any applicable Loan Document.

Subrogation and Subordination. (a) No Notwithstanding any reference to subrogation contained herein to the contrary, Guarantor will exercise hereby irrevocably waives any claim or other rights that which it may now have or hereafter acquire against the Borrower or any other Person to the extent Company that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty or any other Credit DocumentGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of any Secured Party Lender against the Borrower Company or any other Personcollateral which any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute statutes or common law, including, including without limitation, the right to take or receive from the Borrower or any other PersonCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy claim or right, unless and other rights until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty Obligation shall have been paid indefeasibly in full in cash, all Letters cash and no commitments of Credit have been terminated or expired (or been cash collateralized any Lender remain outstanding; and thereafter Guarantor will be subrogated to the satisfaction position of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory Lenders to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being extent of the “Termination Date”)payments made by Guarantor. If any amount shall be paid to a Guarantor in violation of the preceding sentence at and the Obligation shall not have been paid indefeasibly in full in cash or any time prior to or on the Termination Datecommitment of any Lender shall remain outstanding, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of of, the Secured Parties Lenders, and shall forthwith be paid to the Administrative Agent to be credited and applied to upon the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligation, whether matured or unmatured, in accordance with the terms 137 of the Credit DocumentsAgreement. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Paragraph 4(a) is knowingly made in contemplation of such benefits.

Subrogation and Subordination. The Performance Guarantor hereby agrees with the Administrative Agent (afor the benefit of the Indemnified Parties) No Guarantor will that it shall not exercise or assert any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent Guaranteed Party that such rights arise from the existence, payment, performance or enforcement of such the Performance Guarantor’s obligations under this Guaranty Agreement or any other Credit Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and or any right to participate in any claim or remedy of any Secured Indemnified Party against the Borrower Guaranteed Party or any other Personasset or collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other PersonGuaranteed Party, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty Agreement shall have been paid in full and the Final Date shall have occurred. The payment of any amounts due with respect to any indebtedness of the Guaranteed Party now or hereafter owed to the Performance Guarantor that arise from the existence, payment, performance or enforcement of the Performance Guarantor’s obligations under this Agreement or any other Transaction Document is hereby subordinated to the prior payment in cashfull of all of the Guaranteed Obligations. The Performance Guarantor hereby agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations, it will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Guaranteed Party to the Performance Guarantor until all Letters of Credit the Guaranteed Obligations shall have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty paid and performed in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)full. If any amount shall be paid to a the Performance Guarantor in violation of the preceding sentence at any time prior to or on the Termination later of (i) the payment in full of the Guaranteed Obligations and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the Transaction Documents and (ii) the Final Date, such amount shall be held in trust for the benefit of the Secured Indemnified Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Credit DocumentsTransaction Documents or to be held by the Administrative Agent as collateral security for any Guaranteed Obligations payable under this Agreement thereafter arising.

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all such time at which each of the following events shall have occurred at or prior to such time: (a) the termination of the Commitments, (b) the termination or expiration of all Letters of Credit (other than Letters of Credit with respect to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been made), (c) the termination of all Hedging Arrangements with the Swap Counterparties (other than Hedging Arrangements with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty and the respective Credit Party have been made), and (d) the indefeasible payment in full in cash of all Guaranteed Obligations (other than (ai) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and under any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with any Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as Counterparty with respect to which other arrangements satisfactory to the applicable counterparty in its sole discretion Swap Counterparty and the respective Credit Party have been mademade and (ii) indemnity obligations and all Commitments shall have terminated similar obligations that survive the termination of this Guaranty for which no notice of a claim has been received by the respective Credit Party) (such date being the “"Termination Date”"). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. (a) No 7.1 Subrogation The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower Borrower, any other Guarantor or Security Party or any other Person to the extent insider guarantor that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations 's Liabilities under or in respect of this Guaranty Guarantee and Indemnity or under any other Credit Finance 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 Security Party against the Borrower Borrower, any other Guarantor, any other Security Party or any other Personinsider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower Borrower, any other Guarantor, any other Security Party or any other Personinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any Guarantor's Liabilities and all other amounts payable by the Guarantors under this Guaranty Guarantee and Indemnity shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to and the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)expired or been terminated. If any amount shall be paid to a any Guarantor in violation of the immediately preceding sentence at any time prior to or on the Termination Datelatest of (a) the payment in full in cash of the Guarantor's Liabilities and all other amounts payable under this Guarantee and Indemnity and (b) the Facility Period, such amount shall be received and held in trust for the benefit of the Secured Parties Security Agent on behalf of the Finance Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Administrative Security Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and any Guarantor's Liabilities and all other amounts payable by the Guarantors under this GuarantyGuarantee and Indemnity, whether matured or unmatured, in accordance with the terms of the Credit Finance Documents., or to be held as Collateral for any Guarantor's Liabilities or other amounts payable under this Guarantee and Indemnity thereafter arising. If (i) the Guarantor shall make payment to the Security Agent on behalf of any Security Party of all or any part of the Guarantor's Liabilities, (ii) all of the Guarantor's Liabilities and all other amounts payable under this Guarantee and Indemnity shall have been paid in full in cash and (iii) the Facility Period shall have occurred, the Security Agent on behalf of the Security Parties will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guarantor's Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantee and Indemnity. For the purpose of this Clause 7.1, "

Subrogation and Subordination. Until the payment in full of the Guaranteed Obligations, the termination of the Agreement and all commitments which could give rise to any Guaranteed Obligation, the and the other conditions of this Guaranty have been satisfied ("Guaranty Termination"), no Guarantor shall have any right of subrogation with respect to the Guaranteed Obligations and hereby waives, until Guaranty Termination occurs, (a) No Guarantor will exercise any rights that it right to enforce any remedy which the Letter of Credit Issuer now has or may now hereafter have or hereafter acquire against the Borrower any Applicant, any endorser or any other Person guarantor of all or any part of the Guaranteed Obligations, (b) any benefit of, and any right to participate in, any security or collateral given to the extent that such rights arise from Letter of Credit Issuer to secure payment of the existence, payment, performance Guaranteed Obligations or enforcement of such Guarantor’s obligations under this Guaranty any part thereof or any other liability of any Guarantor to the Letter of Credit DocumentIssuer, including, without limitation, and (c) any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate indemnification, in any claim or remedy of any Secured Party against the Borrower or any other Personeach case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Dateoccurrence of Guaranty Termination, such amount shall be held in trust for the benefit of the Secured Parties Letter of Credit Issuer and shall forthwith be paid to the Administrative Agent Letter of Credit Issuer to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors such Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. Each Guarantor hereby agrees that any indebtedness of any Applicant to such Guarantor shall be subordinated to the Obligations under the Agreement in the manner and on terms satisfactory to the Letter of Credit Issuer.

Subrogation and Subordination. (a) No Until the indefeasible payment in ----------------------------- full of the Guaranteed Obligations, the termination of the Commitments under the Loan Agreement and the cancellation of all outstanding Letters of Credit, the Guarantor will exercise hereby waives any rights claim, right or remedy, direct or indirect, that it the Guarantor now has or may now hereafter have or hereafter acquire against the either Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its assets in connection with this Guaranty or any other Credit Documentthe performance by the Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitation, limitation (a) any right of subrogation, reimbursement, exoneration, contribution reimbursement or indemnification that the Guarantor now has or may hereafter have against a Borrower, (b) any right to enforce, or to participate in, any claim, right or remedy that the Agent or the Banks now have or may hereafter have against a Borrower or any other guarantor, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Agent or the Banks. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in any claim or remedy full, the Commitments shall have terminated and all outstanding Letters of Credit shall have been canceled, the Guarantor shall withhold exercise of any Secured Party right of contribution that the Guarantor may have against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all guarantor of the Guaranteed Obligations (at law or in equity or otherwise. The Guarantor further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, such rights of subrogation, reimbursement or indemnification that the Guarantor may have against a Borrower or against any collateral or security, and any rights of contribution that the Guarantor may have against any such other than (a) Letter of Credit Obligations which are not yet due guarantor, shall be junior and payable in connection with Letters of Credit subordinate to any rights that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement Agent and the Banks may have against the Borrowers, to all right, title and interest the Agent or the Banks may have in any such collateral or security, and to any right the Agent or the Banks may have against such other Credit Documents) and guarantor. The Agent or the Banks may use, sell or dispose of any and all other amounts payable by the Guarantors under items of collateral or security as they see fit without regard to any subrogation rights arising out of this Guaranty shall that the Guarantor may have been paid in full in cashand, all Letters upon any such disposition or sale, any rights of Credit subrogation that the Guarantor may have been terminated or expired (or been cash collateralized shall, with respect to the satisfaction of the Issuing Lender)collateral disposed of, all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)terminate. If any amount shall be paid to a the Guarantor in violation on account of the preceding sentence subrogation rights at any time prior to when all Guaranteed Obligations shall not have been paid in full in cash or on the Termination DateCommitments under the Loan Agreement shall not have been terminated, or any Letters of Credit shall remain outstanding, such amount shall be held in trust for the benefit Agent, on behalf of the Secured Parties Banks, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the Banks, to be credited and applied to against the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Credit DocumentsLoan Agreement, the Notes or any applicable Collateral Document.

Subrogation and Subordination. (a) No Notwithstanding any reference to subrogation contained herein to the contrary, the Guarantor will hereby agrees that, until the Obligations have been paid in full to Prudential, the Banks, the Co-Administrative Agent and the Administrative Agent, except as provided in Section 5.10 of the Amended Credit Agreement, the Guarantor shall not be entitled to enforce, pursue or exercise any claim or other rights that which it may now have or hereafter acquire against the Borrower or under any other Person to Guarantee of any of the extent Obligations, that such rights arise from the existence, payment, performance or enforcement of such the Guarantor’s 's obligations under this Guaranty or any other Credit DocumentGuarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of Prudential, any Secured Party Bank, the Co-Administrative Agent or the Administrative Agent against the Borrower or in any other Personcollateral which any of them now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including, including without limitation, the right to take or receive from the Borrower or any other PersonBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy claim or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)rights. If any amount shall be paid to a the Guarantor in violation of the preceding sentence at any time prior to or on and all of the Termination DateObligations shall not have been paid in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of of, Prudential, the Secured Parties Banks, the Co-Administrative Agent and the Administrative Agent, and shall forthwith be paid to the Co-Administrative Agent and Prudential, in the proportions provided for in this Guarantee, to be credited and applied to upon the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Amended Credit Agreement and the Prudential Documents, as the case may be.

Subrogation and Subordination. Until the indefeasible payment in full of the Guaranteed Obligations, the termination of the Commitments under the Loan Agreement and the cancellation of all outstanding Letters of Credit, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, including, without limitation (a) No any right of subrogation, reimbursement or indemnification that such Guarantor will exercise now has or may hereafter have against the Borrower, (b) any rights right to enforce, or to participate in, any claim, right or remedy that it may the Agent or the Banks now have or may hereafter acquire have against the Borrower or any other Person guarantor, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Agent or the Banks. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full, the Commitments shall have terminated and all outstanding Letters of Credit shall have been cancelled, each Guarantor shall withhold exercise of any right of contribution that such Guarantor may have against any other guarantor of the Guaranteed Obligations under Section 3 hereof or at law or in equity or otherwise. Each Guarantor further agrees that, to the extent that such the waiver of its rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exonerationindemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, contribution such rights of subrogation, reimbursement or indemnification and any right to participate in any claim or remedy of any Secured Party that such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Personguarantor, whether shall be junior and subordinate to any rights that the Agent and the Banks may have against the Borrower, to all right, title and interest the Agent or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or Banks may have in any such collateral or security, and to any right the Agent or the Banks may have against such other mannerguarantor. The Agent or the Banks may use, payment sell or dispose of any items of collateral or security on account as they see fit without regard to any subrogation rights arising out of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall that any Guarantor may have been paid in full in cashand, all Letters upon any such disposition or sale, any rights of Credit subrogation that any Guarantor may have been terminated or expired (or been cash collateralized shall, with respect to the satisfaction of the Issuing Lender)collateral disposed of, all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)terminate. If any amount shall be paid to a any Guarantor in violation on account of the preceding sentence subrogation rights at any time prior to when all Guaranteed Obligations shall not have been paid in full in cash or on the Termination DateCommitments under the Loan Agreement shall not have been terminated, or any Letters of Credit shall remain outstanding, such amount shall be held in trust for the benefit Agent, on behalf of the Secured Parties Banks, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the Banks, to be credited and applied to against the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Credit DocumentsLoan Agreement, the Notes or any applicable Collateral Document.

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent Buyer that such rights arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Guaranty Guarantee or any other Credit Security Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party HAL Antillen against the Borrower Buyer or any other PersonGuarantor or any Pledged Collateral, whether or not such claim, remedy or right arises in equity or under contractLaw, statute or common law, including, without limitation, including the right to take or receive from the Borrower Buyer or any other Personinsider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by under the Guarantors under this Guaranty shall Security Documents have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be is paid to a any Guarantor in violation of the preceding sentence in respect of the Obligations or any other amount payable under the Security Documents at any time prior to or on the Termination Datepayment in full in cash of the Obligations and all other amounts payable under the Security Documents, then such amount shall will be held in trust for the benefit of the Secured Parties HAL Antillen and shall will forthwith be paid to the Administrative Agent HAL Antillen to be credited and promptly applied to the Guaranteed Obligations and any and all other amounts payable by under the Guarantors under this GuarantySecurity Documents, whether matured or unmatured, in accordance with the terms of the Credit Security Documents, or, if none are then due, to be held by HAL Antillen as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising and promptly applied. If (i) any Guarantor makes any payment to HAL Antillen of all or any part of the Obligations and (ii) all of the Obligations and all other amounts payable under the Security Documents are paid in full in cash, HAL Antillen will, at such Guarantor's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor.

Subrogation and Subordination. (a) No Notwithstanding any reference to subrogation contained herein to the contrary, Guarantor will exercise hereby irrevocably waives any claim or other rights that which it may now have or hereafter acquire against the Borrower or any other Person to the extent Company that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty or any other Credit DocumentGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of any Secured Party Lender against the Borrower Company or any other Personcollateral which any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute statutes or common law, including, including without limitation, the right to take or receive from the Borrower or any other PersonCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy claim or right, unless and other rights until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty Obligation shall have been paid indefeasibly in full in cash, all Letters cash and no commitments of Credit have been terminated or expired (or been cash collateralized any Lender remain outstanding; and thereafter Guarantor will be subrogated to the satisfaction position of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory Lenders to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being extent of the “Termination Date”)payments made by Guarantor. If any amount shall be paid to a Guarantor in violation of the preceding sentence at and the Obligation shall not have been paid indefeasibly in full in cash or any time prior to or on the Termination Datecommitment of any Lender shall remain outstanding, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of of, the Secured Parties Lenders, and shall forthwith be paid to the Administrative Agent Lender to be credited and applied to upon the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligation, whether matured or unmatured, in accordance with the terms of the Credit DocumentsAgreement. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Paragraph 4(a) is knowingly made in contemplation of such benefits.

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the applicable Issuing LenderLender or Issuing Lenders), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees with the Administrative Agent (afor the benefit of the Indemnified Parties) No Guarantor will that it shall not exercise or assert any rights that it may now have or hereafter acquire against any of the Borrower or any other Person to the extent Guaranteed Parties that such rights arise from the existence, payment, performance or enforcement of such Performance Guarantor’s obligations under this Guaranty Agreement or any other Credit Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and or any right to participate in any claim or remedy of any Secured Indemnified Party against the Borrower any Guaranteed Party or any other Personasset or collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other PersonGuaranteed Party, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty Agreement shall have been paid in full in cashand the Final Date shall have occurred. The payment of any amounts due with respect to any indebtedness of any Guaranteed Party now or hereafter owed to any Performance Guarantor that arise from the existence, all Letters payment, performance or enforcement of Credit have been terminated such Performance Guarantor’s obligations under this Agreement or expired (or been cash collateralized any other Transaction Document is hereby subordinated to the satisfaction prior payment in full of all of the Issuing Lender)Guaranteed Obligations. Each Performance Guarantor hereby, jointly and severally with each other Performance Guarantor, agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations, it will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Guaranteed Party to such Performance Guarantor until the later of (i) the payment in full of the Guaranteed Obligations and all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty other amounts payable under this Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory and all amounts payable to the applicable counterparty in its sole discretion have been madeIndemnified Parties under the Transaction Documents and (ii) and all Commitments shall have terminated (such date being the “Termination Final Date”). If any amount shall be paid to a any Performance Guarantor in violation of the preceding sentence at any time prior to or on the Termination later of (i) the payment in full of the Guaranteed Obligations and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the Transaction Documents and (ii) the Final Date, such amount shall be held in trust for the benefit of the Secured Indemnified Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Credit DocumentsTransaction Documents or to be held by the Administrative Agent as collateral security for any Guaranteed Obligations payable under this Agreement thereafter arising.

Subrogation and Subordination. (a) No Each Guarantor will not exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty Guarantee or any other Credit Document, or any agreements with respect to Cash Management Services provided by any Lender or an Affiliate of any Lender, any Letter of Credit issued by an Issuing Bank, and the applicable Hedge Transactions with swap counterparties, 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 Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all the occurrence of the Guaranteed termination of all Commitments and payment in full of all Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due obligations, Cash Management Obligations and payable and which by their terms Hedging Obligations that survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”Commitments). If any amount shall be paid to a any Guarantor in violation of the preceding sentence at any time prior to or on the Termination Dateoccurrence of the termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations, Cash Management Obligations and Hedging Obligations that survive the termination of all Commitments), such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors any Guarantor under this GuarantyGuarantee, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. (a) No [Each][The] Guarantor will not exercise any rights that which it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement acquired by way of such Guarantor’s obligations subrogation under this Subsidiary Guaranty Agreement, by any payment made hereunder or otherwise, or accept 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 Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claimsubrogation rights, remedy or rightany rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Subsidiary Guaranty Agreement unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been indefeasibly paid in full in cash. (b) [Each][The] Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all Letters rights and claims described in clause (a) of Credit have been terminated or expired (or been cash collateralized this Section 5, to the satisfaction indefeasible payment in full in cash of all of the Issuing Lender)Guaranteed Obligations. If the Required Holders so request, all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (any such Indebtedness or other than Hedging Arrangements obligations shall be enforced and performance received by such Guarantor as to which arrangements satisfactory trustee for the holders and the proceeds thereof shall be paid over to the applicable counterparty holders promptly, in its sole discretion have been madethe form received (together with any necessary endorsements) and all Commitments shall have terminated to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of [any][the] Guarantor under this Subsidiary Guaranty Agreement. (such date being the “Termination Date”). c) If any amount shall be paid or other payment is made to a or accepted by [any][the] Guarantor in violation of any of the preceding sentence at any time prior to or on the Termination Dateclauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Secured Parties holders and shall forthwith be paid over to the Administrative Agent holders promptly, in the form received (together with any necessary endorsements) to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in accordance with any manner the terms liability of such Guarantor under this Subsidiary Guaranty Agreement. (d) [Each][The] Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Subsidiary Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits. (e) [Each][The] Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the Credit Documents.benefits received, directly or indirectly, by such paying guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any guarantor that has not paid its

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty 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 Secured Party Beneficiary against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)expired or terminated. If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on (a) the Termination Datepayment in full in cash of the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty and (b) 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 Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. (a) No Notwithstanding any reference to subrogation contained herein to the contrary, each Guarantor will exercise hereby irrevocably waives any claim or other rights that which it may now have or hereafter acquire against the Borrower Company or any other Person to the extent Obligor that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty or any other Credit DocumentGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of any Secured Party Lender or Administrative Lender against the Borrower Company, any Guarantor or any other PersonObligor or any collateral which any Lender or Administrative Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute statutes or common law, including, including without limitation, the right to take or receive from the Borrower Company, any Guarantor or any other PersonObligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy claim or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)rights. If any amount shall be paid to a any Guarantor in violation of the preceding sentence at any time prior to or on and the Termination DateObligation shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of the Secured Parties of, Lenders, and shall forthwith be paid to the Administrative Agent Lender to be credited and applied to upon the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligation, whether matured or unmatured, in accordance with the terms of the Credit DocumentsAgreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this PARAGRAPH 4(a) is knowingly made in contemplation of such benefit.

Subrogation and Subordination. (a) No Guarantor will exercise Upon payment by any Grantor of any Secured Obligations, all rights that it may now have or hereafter acquire of such Grantor against the Borrower Company or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement Grantor arising as a result thereof by way of such Guarantor’s obligations under this Guaranty or any other Credit Document, including, without limitation, any right of subrogation, contribution, reimbursement, exoneration, contribution indemnity or indemnification otherwise shall in all respects be subordinate and any junior in right of payment to participate in any claim or remedy of any Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, prior satisfaction the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all termination of the Guaranteed aggregate Commitments and payment in full of all Secured Obligations (other than (ai) Letter of Credit contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations which are not yet due and payable in connection with under Secured Hedge Agreements, Secured Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized Secured Cash Management Obligations to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”extent not currently due). If any amount shall be paid to a Guarantor the Company or any other Grantor in violation contravention of the preceding sentence at foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any time prior to such indebtedness of the Company or on the Termination Dateany other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Administrative Collateral Agent to be credited and applied to against the Guaranteed Obligations and any and all other amounts payable by payment of the Guarantors under this GuarantySecured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Company) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Subrogation and Subordination. (a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty 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 Secured Party against the Exhibit C – Form of Amended and Restated Guaranty Agreement Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “"Termination Date”"). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents.

Subrogation and Subordination. (a) No Notwithstanding any reference to subrogation contained herein to the contrary, Guarantor will exercise hereby irrevocably waives any claim or other rights that which it may now have or hereafter acquire against the Borrower or any other Person to the extent Company that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty or any other Credit DocumentGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of any Secured Party Lender against the Borrower Company or any other Personcollateral which any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute statutes or common law, including, without limitation, the right to take or receive from the Borrower or any other PersonCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy claim or right, unless and other rights until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty Obligation shall have been paid indefeasibly in full in cash, all Letters cash and no commitments of Credit have been terminated or expired (or been cash collateralized any Lender remain outstanding; and thereafter Guarantor will be subrogated to the satisfaction position of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory Lenders to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being extent of the “Termination Date”)payments made by Guarantor. If any amount shall be paid to a Guarantor in violation of the immediately preceding sentence at and the Obligation shall not have been paid indefeasibly in full in cash or any time prior to or on the Termination Datecommitment of any Lender shall remain outstanding, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of of, the Secured Parties Lenders, and shall forthwith be paid to the Administrative Agent to be credited and applied to upon the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligation, whether matured or unmatured, in accordance with the terms of the Credit DocumentsAgreement. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Paragraph 4(a) is knowingly made in contemplation of such benefits.

Subrogation and Subordination. The Performance Guarantor hereby agrees with the Administrative Agent (afor the benefit of the Lender Indemnified Parties) No Guarantor will and the Trustee that it shall not exercise or assert any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent Guaranteed Party that such rights arise from the existence, payment, performance or enforcement of such the Performance Guarantor’s obligations under this Guaranty Agreement or any other Credit applicable Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and or any right to participate in any claim or remedy of any Secured Indemnified Party against the Borrower Guaranteed Party or any other Personasset or collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other PersonGuaranteed Party, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty Agreement shall have been paid in full in cash, all Letters and the Final Date shall have occurred. The payment of Credit have been terminated any amounts due with respect to any indebtedness of the Guaranteed Party now or expired (or been cash collateralized hereafter owed to the satisfaction Performance Guarantor that arise from the existence, payment, performance or enforcement of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Performance Guarantor’s obligations under this Agreement terminated (or any other than Hedging Arrangements as to which arrangements satisfactory applicable Transaction Document is hereby subordinated to the applicable counterparty prior payment in its sole discretion have been madefull of all of the Guaranteed Obligations. The Performance Guarantor hereby agrees that, after the occurrence and during the continuation of any default in the payment or performance of any of the Guaranteed Obligations, it will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Guaranteed Party to the Performance Guarantor until the later of (i) the payment in full of the Guaranteed Obligations and all Commitments shall have terminated other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the applicable Transaction Documents and (such date being ii) the “Termination Final Date”). If any amount shall be paid to a the Performance Guarantor in violation of the preceding sentence at any time prior to or on the Termination later of (i) the payment in full of the Guaranteed Obligations and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the applicable Transaction Documents and (ii) the Final Date, such amount shall be held in trust for the benefit of the Secured Indemnified Parties and shall forthwith be paid to the Administrative Agent or the Trustee (as applicable) to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligations, whether matured or unmatured, in accordance with the terms of the Credit DocumentsTransaction Documents or to be held by the Administrative Agent or the Trustee (as applicable) as collateral security for any Guaranteed Obligations payable under this Agreement thereafter arising.

Subrogation and Subordination. (a) No Notwithstanding any reference to subrogation contained herein to the contrary, each Guarantor will exercise hereby irrevocably waives any claim or other rights that which it may now have or hereafter acquire against the Borrower Company or any other Person to the extent Obligor that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guaranty or any other Credit DocumentGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of any Secured Party Lender or Administrative Lender against the Borrower Company, any Guarantor or any other PersonObligor or any collateral which any Lender or Administrative Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute statutes or common law, including, including without limitation, the right to take or receive from the Borrower Company, any Guarantor or any other PersonObligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy claim or right, unless and until all of the Guaranteed Obligations (other than (a) Letter of Credit Obligations which are not yet due and payable in connection with Letters of Credit that have been cash collateralized in accordance with the Credit Agreement and (b) contingent indemnification obligations which are not yet due and payable and which by their terms survive the termination or expiration of the Credit Agreement and the other Credit Documents) and any and all other amounts payable by the Guarantors under this Guaranty shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the satisfaction of the Issuing Lender), all Hedging Arrangements with Swap Counterparties have been Exhibit C – Form of Guaranty Agreement terminated (other than Hedging Arrangements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made) and all Commitments shall have terminated (such date being the “Termination Date”)rights. If any amount shall be paid to a any Guarantor in violation of the preceding sentence at any time prior to or on and the Termination DateObligation shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of the Secured Parties of, Lenders, and shall forthwith be paid to the Administrative Agent Lender to be credited and applied to upon the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this GuarantyObligation, whether matured or unmatured, in accordance with the terms of the Credit DocumentsAgreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this PARAGRAPH 4(A) is knowingly made in contemplation of such benefits.