Common use of Agreement to Pay; Subordination of Subrogation Claims Clause in Contracts

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that any Guaranteed Finance Party has at Law or in equity against the Guarantor by virtue hereof, upon the failure of any Group Obligor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, or such Guaranteed Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the Guarantor of any sums to the Facility Agent or any Guaranteed Finance Party as provided above, all rights of the Guarantor against any other Group Obligor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties and shall forthwith be turned over to the Facility Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Facility Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed Finance other Agent or any other Secured Party has at Law law or in equity against the any Canadian Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Canadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed Finance other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Canadian Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance other Secured Party as provided above, all rights of the such Canadian Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Canadian Guarantor, any rights of such Canadian Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Obligations, until the Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Canadian Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Canadian Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Secured Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the Guarantor (duly endorsed by the such Canadian Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed Finance other Agent or any other Secured Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed Finance other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance Secured Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Subsidiary Guarantor, any rights of such Guarantor arising under Article III of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Requirements of Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Secured Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed Finance other Agent or any other Secured Party has at Law law or in equity against the any U.S. Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each U.S. Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed Finance other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any U.S. Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance other Secured Party as provided above, all rights of the such U.S. Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any U.S. Guarantor, any rights of such U.S. Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Obligations, until the Discharge of U.S. Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any U.S. Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any U.S. Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Secured Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the Guarantor (duly endorsed by the such U.S. Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Guaranteed other Finance Party has at Law law or in equity against the Guarantor by virtue hereof, upon the failure of any Group Obligor AHL to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed other Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the Guarantor of any sums to the Facility Administrative Agent or any Guaranteed other Finance Party as provided above, all rights of the Guarantor against any other Group Obligor AHL arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, any rights of a Guarantor arising under Article III of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Guaranteed Obligations. No failure on the part of any other Group Obligor AHL or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Guaranteed other Finance Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed other Finance Party as designated thereby in cash the amount of (subject, in the case of Athene Life Re, to Section 2.01(d), and in the case of Athene Annuity Re, to Section 2.01(e)) such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed other Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, any rights of a Guarantor arising under Article III of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed other Agent or any other Finance Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed other Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Subsidiary Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law law or otherwise) shall in any respect limit the obligations and liabilities of the any Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Credit Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed other Agent or any other Finance Party has at Law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent, or such Guaranteed any other Agent or other Finance Party as designated thereby by the Administrative Agent in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent any other Agent or any Guaranteed Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Guaranteed Finance Parties Parties, and shall forthwith be turned over to the Facility Agent Administrative Agent, in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any Guaranteed Finance Party Holder has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such Guaranteed Finance Party Holder as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Collateral Agent or any Guaranteed Finance Party Holder as provided above, all rights of the such Guarantor against any other Group Obligor Other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties Holders and shall forthwith be turned over to the Facility Collateral Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Collateral Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Bridge Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed Finance other Agent or any other Secured Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed Finance other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance Secured Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Secured Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed other Agent or any other Finance Party has at Law or in equity against the any Subsidiary Guarantor by virtue hereof, upon the failure of any Group Obligor other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, or such Guaranteed Finance Party as designated thereby to the Administrative Agent for application in accordance with Section 2.03(c) in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Subsidiary Guarantor of any sums to the Facility Agent or any Guaranteed Finance Party as provided aboveAdministrative Agent, all rights of the such Subsidiary Guarantor against any other Group Obligor Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Subsidiary Guarantor, any rights of such Subsidiary Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Subsidiary Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Guaranteed Finance Parties Parties, and shall forthwith be turned over to the Facility Agent Administrative Agent, in the exact form received by the such Subsidiary Guarantor (duly endorsed by the such Subsidiary Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Finance Documents. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed other Agent or any other Finance Party has at Law or in equity against the any Subsidiary Guarantor by virtue hereof, upon the failure of any Group Obligor other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, or such Guaranteed Finance Party as designated thereby to the Administrative Agent for application in accordance with Section 2.03(c) in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Subsidiary Guarantor of any sums to the Facility Agent or any Guaranteed Finance Party as provided aboveAdministrative Agent, all rights of the such Subsidiary Guarantor against any other Group Obligor Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Subsidiary Guarantor, any rights of such Subsidiary Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Subsidiary Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Guaranteed Finance Parties Parties, and shall forthwith be turned over to the Facility Agent Administrative Agent, in the exact form received by the such Subsidiary Guarantor (duly endorsed by the such Subsidiary Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed other Agent or any other Finance Party has at Law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, or to the Administrative Agent, such Guaranteed other Finance Party as designated thereby (in respect of Guaranteed Obligations in respect of the Canadian Obligations) in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Guaranteed Finance Parties Parties, and shall forthwith be turned over over, as applicable, to the Facility Agent Administrative Agent, in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Guaranteed Finance other Secured Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed Finance other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance other Secured Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, any rights of a Guarantor arising under Article III of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Secured Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Loan Documents.. Section 2.07

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any Guaranteed Finance Party Holder has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such Guaranteed Finance Party Holder as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Collateral Agent or any Guaranteed Finance Party Holder as provided above, all rights of the such Guarantor against any other Group Obligor Other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties Holders and shall forthwith be turned over to the Facility Collateral Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Collateral Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Amended and Restated Convertible Note Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed Finance other Agent or any other Secured Party has at Law law or in equity against the any U.S. Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each U.S. Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed Finance other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any U.S. Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance other Secured Party as provided above, all rights of the such U.S. Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any U.S. Guarantor, any rights of such U.S. Guarantor arising under Article II of this Agreement) in all respects be postponed and deferred, and be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Obligations, until the Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any U.S. Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any U.S. Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Secured Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the Guarantor (duly endorsed by the such U.S. Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed other Agent or any other Finance Party has at Law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent, or such Guaranteed any other Agent or other Finance Party as designated thereby by the Administrative Agent in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent any other Agent or any Guaranteed Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Guaranteed Finance Parties Parties, and shall forthwith be turned over to the Facility Agent Administrative Agent, in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that either of the Administrative Agents, any Guaranteed other Agent or any other Finance Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the relevant Administrative Agent or such Guaranteed other Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility such Administrative Agent or any Guaranteed Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Subsidiary Guarantor, any rights of such Guarantor arising under ARTICLE II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties and shall forthwith be turned over to the Facility relevant Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility such Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Finance Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed Finance other Agent or any other Credit Party has at Law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, subject to the terms of the Intercreditor Agreement, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, or to the Administrative Agent, such Guaranteed Finance other Credit Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance Credit Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, reimbursement indemnity or similar right, such amount shall be held in trust trust, as applicable, for the benefit of the Guaranteed Finance Parties Credit Parties, and shall forthwith be turned over over, as applicable, to the Facility Agent Administrative Agent, in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Loan Documents, including the Intercreditor Agreement.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Guaranteed other Finance Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed other Finance Party as designated thereby in cash the amount of (subject, in the case of Athene Life Re, to Section 2.01(d)) such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed other Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, any rights of a Guarantor arising under Article III of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations. No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Guaranteed Loan Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any Guaranteed Finance Party Holder has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Credit Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such Guaranteed Finance Party Holder as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Collateral Agent or any Guaranteed Finance Party Holder as provided above, all rights of the such Guarantor against any other Group Obligor Other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Credit Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties Holders and shall forthwith be turned over to the Facility Collateral Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Collateral Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Convertible Note Documents.

Agreement to Pay; Subordination of Subrogation Claims. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent, any Guaranteed other Agent or any other Finance Party has at Law law or in equity against the any Guarantor by virtue hereof, upon the failure of any Group Obligor Other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such Guaranteed other Finance Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by the any Guarantor of any sums to the Facility Administrative Agent or any Guaranteed Finance Party as provided above, all rights of the such Guarantor against any other Group Obligor Other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall (including, without limitation, in the case of any Subsidiary Guarantor, any rights of such Guarantor arising under Article II of this Agreement) in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations and Discharge of Finance Obligations(other than contingent indemnification obligations). No failure on the part of any other Group Obligor Other Loan Party or any other Person to make any payments in respect of any subrogation, contribution, reimbursement, indemnity or similar right (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of the any Subsidiary Guarantor with respect to its obligations hereunder. If any amount shall erroneously be paid to the any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Guaranteed Finance Parties and shall forthwith be turned over to the Facility Administrative Agent in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the Facility Administrative Agent, if required) to be credited against the payment of the matured Guaranteed Obligations, whether matured or unmatured, Obligations in accordance with the terms of the Guaranteed Finance Documents.