Common use of Guarantors’ Rights of Subrogation, Contribution, Etc Clause in Contracts

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor hereby waives any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against any Subsidiary Borrower or any of its assets in connection with this Guaranty or the performance by the Guarantor of its Obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor shall withhold exercise of any right of contribution the Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall will have been indefeasibly paid in full in cash and the Revolving Credit Commitments shall will have terminated and all Letters of Credit shall have been cancelled, or have expired or have been cancelledcash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Guaranteed Obligations shall will have been indefeasibly paid in full in cash and the Revolving Credit Commitments shall will have terminated and all Letters of Credit shall have been cancelled, or have expired or have been cancelledcash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, the each Guarantor shall will withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall will be junior and subordinate to any rights any Beneficiary Secured Party may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall will be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall will not have been finally and indefeasibly paid in full, such amount shall will be held in trust for the Administrative Agent on behalf of the Beneficiaries Secured Parties and shall will forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Non-US Guaranteed Obligations and Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations respective obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Non-US Guaranteed Obligations or Guaranteed Obligations, as the case may be, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Non-US Guaranteed Obligations and Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Non-US Guaranteed Obligations or Guaranteed Obligations, as the case may be, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Non-US Guaranteed Obligations and Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Non-US Guaranteed Obligations or Guaranteed Obligations, as the case may be, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without being drawn or been cancelledcancelled or Cash Collateralized (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower or any Subsidiary Borrowerother guarantor (including the Guarantors), and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the cancellation or expiration or Cash Collateralization of all Letters of Credit in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided)) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without being drawn or been cancelledcancelled or Cash Collateralized in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each 104 Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including the Guarantors), shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or collateralized in a manner acceptable to the Issuing Bank), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its obligations hereunder (other than rights of contribution such Guarantor may have against any other guarantor of the Guaranteed Obligations hereunderas contemplated by Section 7.02), in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or collateralized in a manner acceptable to the Issuing Bank), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Swap Agreements) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty Guarantee or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made or Obligations under or in respect of Secured Swap Agreements) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made or Obligations under or in respect of Secured Swap Agreements) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the Commitments shall have terminated Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks) and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Notwithstanding the foregoing, to the extent that any Guarantor’s right to indemnification or contribution arises from a payment or sale of Collateral made to satisfy Obligations constituting Swap Obligations, only those Loan Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify and/or contribute to such Guarantor with respect to such Swap Obligations and the amount of any indemnity or contribution shall be adjusted accordingly.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall will have been indefeasibly paid in full in cash and the Revolving Credit Commitments shall will have terminated and all Letters of Credit shall have been cancelled, or have expired or have been cancelledCash Collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Guaranteed Obligations shall will have been indefeasibly paid in full in cash and the Revolving Credit Commitments shall will have terminated and all Letters of Credit shall have been cancelled, or have expired or have been cancelledCash Collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, the each Guarantor shall will withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall will be junior and subordinate to any rights any Beneficiary Secured Party may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall will be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall will not have been finally and indefeasibly paid in full, such amount shall will be held in trust for the Administrative Agent on behalf of the Beneficiaries Secured Parties and shall will forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Further, in accordance with Section 2856 of the California Civil Code, each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, of the California Civil Code (this sentence is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations).

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Agent or any Beneficiary Lender now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent or any BeneficiaryLender. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments Commitment shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 14.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Agent or any Beneficiary Lender may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Lender may have in any such collateral or security, and to any right Agent or any Beneficiary Lender may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Finance Party now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryFinance Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit shall have expired with no pending drawings or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms 112 satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Finance Party may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary Finance Party may have in any such collateral or security, and to any right any Beneficiary Finance Party may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Beneficiary and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Beneficiary to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Subordination of Other Obligations. Until the Guaranteed Guarantied Obligations (other than Unasserted Obligations and obligations under the Lender Swap Agreements) shall have been indefeasibly paid in full and the Commitments shall have terminated and terminated, all Letters of Credit shall have expired or been cancelledcancelled (or the reimbursement Obligations in respect thereof have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party) and the Lender Swap Agreements have been paid in full (or the obligations thereunder have been secured by a collateral arrangement reasonably satisfactory to the applicable Swap Counterparty), the each Guarantor hereby waives shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower Company or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed ObligationsCompany, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary BorrowerCompany, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full Beneficiary and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor shall withhold exercise of (b) any right of contribution the such Guarantor now has or may hereafter have against any other guarantor (including of any other Guarantor) of the Guaranteed Guarantied Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower Company or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Guarantied Party or the other Beneficiaries may have against any Subsidiary BorrowerCompany, to all right, title and interest any Beneficiary Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right any Beneficiary Guarantied Party or the other Beneficiaries may have against such other guarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to the a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time referred to in the preceding paragraph when all Guaranteed Guarantied Obligations shall have not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent Guarantied Party on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or collateralized in a manner acceptable to the Issuing Bank), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its obligations hereunder (other than rights of contribution such Guarantor may have against any other guarantor of the Guaranteed Obligations hereunderas contemplated by Section 7.02), in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or collateralized in a manner acceptable to the Issuing Bank), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.. 123

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent indemnity obligations not then due and payable) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter 107 held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent indemnity obligations not then due and payable) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary such Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnity obligations not then due and payable) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against NewPageCo or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower NewPageCo with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary BorrowerNewPageCo, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower NewPageCo or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary BorrowerNewPageCo, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without being drawn or been cancelledcancelled or Cash Collateralized (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower or any Subsidiary Borrowerother guarantor (including the Guarantors), and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the cancellation or expiration or Cash Collateralization of all Letters of Credit in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided)) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without being drawn or been cancelledcancelled or Cash Collateralized in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including the Guarantors), shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until To the extent permitted by applicable Law, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than (x) obligations under Hedge Agreements and Cash Management Agreements not yet due and payable, and (y) contingent indemnification obligations not yet accrued and payable) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or back-up standby letters of credit in form and substance reasonably satisfactory to Issuing Bank or deposits of Cash Collateral in respect of all Letters of Credit shall have been furnished to Issuing Bank), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than (x) obligations under Hedge Agreements and Cash Management Agreements not yet due and payable, and (y) contingent indemnification obligations not yet accrued and payable) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or back-up standby letters of credit in form and substance reasonably satisfactory to Issuing Bank or deposits of Cash Collateral in respect of all Letters of Credit shall have been furnished to Issuing Bank), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary such Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull (other than (x) obligations under Hedge Agreements and Cash Management Agreements not yet due and payable, and (y) contingent indemnification obligations not yet accrued and payable), such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the applicable Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until all of the Guaranteed Obligations shall have been finally and indefeasibly paid and performed in full and full, the Commitments shall have terminated and Commitment has been terminated, all Letters of Credit shall issued or deemed issued pursuant to the Credit Agreement have expired or been cancelledsurrendered, the Guarantor hereby waives any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the any Subsidiary Borrower or any of its assets in connection with this Guaranty or the performance by the Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the Guarantor now has or may hereafter have against the any Subsidiary Borrower with respect to the Guaranteed ObligationsBorrower, and (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary the Lender now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until all of the Guaranteed Obligations shall have been finally and indefeasibly paid and performed in full and full, the Commitments shall have terminated and Commitment has been terminated, all Letters of Credit shall issued or deemed issued pursuant to the Credit Agreement have expired or been cancelledsurrendered, the Guarantor shall withhold exercise of any right of contribution the Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the Guarantor may have against any Subsidiary Borrower or against any collateral or securityBorrower, and any rights of contribution the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary the Lender may have against any Subsidiary each Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary the Lender may have against such other guarantor. If any amount shall be paid to the Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all the Guaranteed Obligations shall not have been finally and indefeasibly paid and performed in full, the Commitment shall not have been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement shall not have been surrendered shall not have been terminated, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Lender and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Lender to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until all of the Guaranteed Obligations shall have been finally and indefeasibly paid and performed in full and full, the Aggregate Commitments shall have terminated and been terminated, all Letters of Credit shall issued or deemed issued pursuant to the Credit Agreement have expired or been cancelledsurrendered and all Swap Contracts have been terminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed ObligationsBorrower, and (b) any right to enforce, or to participate in, any claim, right or remedy that the Agent or any Beneficiary Lender now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until all of the Guaranteed Obligations shall have been finally and indefeasibly paid and performed in full and full, the Aggregate Commitments shall have terminated and been terminated, all Letters of Credit shall issued or deemed issued pursuant to the Credit Agreement have expired or been cancelledsurrendered and all Swap Contracts have been terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or securitythe Borrower, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including any Guarantor), shall be junior and subordinate to any rights any Beneficiary the Agent and the Lenders may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right the Agent or any Beneficiary Lender may have against such other guarantorguarantor (including any Guarantor). If any amount shall be paid to the a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all the Guaranteed Obligations shall not have been finally and indefeasibly paid and performed in full, the Aggregate Commitments shall not have been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement shall not have been surrendered and all Swap Contracts shall not have been terminated, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (unless a Letter of Credit backstop is in place), the each Guarantor hereby waives waives, to the extent permitted by applicable law, its right to enforce any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (unless a Letter of Credit Backstop is in place), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall not have been finally and indefeasibly paid in fullfull and all Letters of Credit have not been cancelled or terminated (unless a Letter of Credit Backstop is in place), such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Company or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower Company with respect to the Guaranteed Obligations, (b) any right to enforce, or FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION 103 to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary BorrowerCompany, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower Company or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary BorrowerCompany, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than Remaining Obligations) shall have been indefeasibly paid in full and the Revolving Credit Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the replaced or Cash Collateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than Remaining Obligations) shall have been indefeasibly paid in full and the Revolving Credit Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the replaced or Cash Collateralized, each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than Remaining Obligations) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereofhereof and of the other Credit Documents.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcanceled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed ObligationsBorrower, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcanceled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed ObligationsGuarantied Obligations (including any such right of contribution under subsection 2.2(b) or under a Related Guaranty as contemplated by subsection 2.2(b)). The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Guarantied Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent Guarantied Party on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or collateralized in a manner acceptable to the Issuing Bank), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its obligations hereunder (other than rights of contribution such Guarantor may have against any other guarantor of the Guaranteed Obligations hereunderas contemplated by Section 7.02), in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (or collateralized in a manner acceptable to the Issuing Bank), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.. 108

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and the Delayed Draw Term Loan Commitments shall have terminated or expired and all Letters of Credit shall have expired or been cancelledcancelled (other than Letters of Credit that have been Cash Collateralized or supported by backstop letters of credit in accordance with Section 2.4(i)(ii) or as to which other arrangements satisfactory to the applicable Issuing Bank shall have been made ), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and the Delayed Draw Term Loan Commitments shall have terminated or expired and all Letters of Credit shall have expired or been cancelledcancelled (other than Letters of Credit that have been Cash Collateralized or supported by backstop letters of credit in accordance with Section 2.4(i)(ii) or as to which other arrangements satisfactory to the applicable Issuing Bank shall have been made), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Guarantied Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements) and the Commitments shall have terminated and terminated, all Letters of Credit shall have expired or been cancelled and all Interest Rate Agreements shall have terminated, expired or been cancelled, the each Guarantor hereby waives shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower Company or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed ObligationsCompany, (bii) any right to enforce, or to participate in, any claim, right or remedy that Agent or any Beneficiary Guarantied Party now has or may hereafter have against any Subsidiary BorrowerCompany, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent or any Beneficiary. In additionGuarantied Party, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor shall withhold exercise of (b) any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of any of the Guaranteed ObligationsGuarantied Obligations (including without limitation any such right of contribution under subsection 2.2(b)). The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower Company or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Agent or any Beneficiary Guarantied Party may have against any Subsidiary BorrowerCompany, to all right, title and interest Agent or any Beneficiary Guarantied Party may have in any such collateral or security, and to any right Agent or any Beneficiary Guarantied Party may have against such other guarantor. Agent, on behalf of Guarantied Parties, may use, sell or dispose of any item of collateral or security as it sees fit without regard to any subrogation rights any Guarantor may have, and upon any such disposition or sale any rights of subrogation such Guarantor may have with respect to such item of collateral or security shall terminate. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, reimbursement or indemnification or contribution rights at any time when all Guaranteed Guarantied Obligations shall not have been finally and indefeasibly paid in fullfull (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Guarantied Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Guarantied Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Guarantied Parties to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Guaranteed Creditor now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryGuaranteed Creditor. In addition, until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 16.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including any other Guarantor), shall be junior and subordinate to any rights any Beneficiary Guaranteed Creditor may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Guaranteed Creditor may have in any such collateral or security, and to any right any Beneficiary Guaranteed Creditor may have against such other guarantorguarantor (including any other Guarantor). If 147 any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in cash in accordance with their terms, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Guaranteed Creditors and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Guaranteed Creditors to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrowers or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower Borrowers with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary BorrowerBorrowers, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms reasonably satisfactory to Issuing Bank, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower Borrowers or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary BorrowerBorrowers, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Hedge Agreements and Secured Treasury Services Agreements) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the Commitments shall have terminated Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Notwithstanding the foregoing, to the extent that any Guarantor’s right to indemnification or contribution arises from a payment or sale of Collateral made to satisfy Obligations constituting Swap Obligations, only those Loan Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify and/or contribute to such Guarantor with respect to such Swap Obligations and the amount of any indemnity or contribution shall be adjusted accordingly.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrowers or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary BorrowerBorrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower Borrowers or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary BorrowerBorrowers, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such 105 other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the its Guaranteed Obligations (other than Contingent Obligations) shall have been indefeasibly irrevocably paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcash collateralized, backstopped or cancelled (on terms and conditions acceptable to the Applicable Agent), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary applicable Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary applicable Borrower with respect to the its Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary applicable Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the its Guaranteed Obligations (other than Contingent Obligations) shall have been indefeasibly irrevocably paid in full and the applicable Revolving Commitments shall have terminated and all applicable Letters of Credit shall have expired or been cancelledcash collateralized, backstopped or cancelled (on terms and conditions acceptable to the Applicable Agent), each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the its Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.3. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary applicable Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against any Subsidiary applicable Borrower, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantorguarantor (including any Guarantor). If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all its Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull (other than Contingent Obligations), such amount shall be held in trust for the Administrative Applicable Agent on behalf of the Beneficiaries Secured Parties and shall forthwith be paid over to the Administrative Applicable Agent for the benefit of the Beneficiaries Secured Parties to be credited and applied against the its Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or Cash collateralized in accordance with Section 2.4(i), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or 100 security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or Cash collateralized in accordance with Section 2.4(i), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or Cash collateralized in accordance with Section 2.4(i), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or Cash collateralized in accordance with Section 2.4(i), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Guaranteed Creditor now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryGuaranteed Creditor. In addition, until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 16.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is 154 found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including any other Guarantor), shall be junior and subordinate to any rights any Beneficiary Guaranteed Creditor may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Guaranteed Creditor may have in any such collateral or security, and to any right any Beneficiary Guaranteed Creditor may have against such other guarantorguarantor (including any other Guarantor). If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in cash in accordance with their terms, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Guaranteed Creditors and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Guaranteed Creditors to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Agent or any Beneficiary Lender now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent or any BeneficiaryLender. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments Commitment shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 14.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Agent or any Beneficiary Lender may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Lender may have in any such collateral or security, and to any right Agent or any Beneficiary Lender may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. 14.7.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Guarantied Obligations and all other Obligations under the Credit Agreement shall have been indefeasibly paid in full and full, the Commitments shall have been terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor hereby waives any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against any Subsidiary Borrower or any of its Borrower's assets in connection with this Guaranty or the performance by the Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statutestatute (including without limitation under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including without limitation (ai) any right of subrogation, reimbursement or indemnification that the Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed ObligationsBorrower, (bii) any right to enforce, or to participate in, any claim, right or remedy that Agent or any Beneficiary Lender now has or may hereafter have against any Subsidiary Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent or any BeneficiaryLender. In addition, until the Guaranteed Guarantied Obligations and all other Obligations under the Credit Agreement shall have been indefeasibly paid in full and full, the Commitments shall have been terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor shall withhold exercise of any right of contribution the Guarantor may have against any other guarantor of any of the Guarantied Obligations (including without limitation any other Guarantor) such right of the Guaranteed Obligationscontribution under California Civil Code Section 2848 or under a Related Guaranty as contemplated by subsection 2.2). The Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Agent or Lenders may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Agent or Lenders may have in any such collateral or security, and to any right any Beneficiary Agent or Lenders may have against such other guarantor. If any amount shall be paid to the Guarantor on account of any such subrogation, reimbursement, reimbursement or indemnification or contribution rights at any time when all Guaranteed Guarantied Obligations and all other Obligations under the Credit Agreement shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Lenders to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations and the Guaranteed Canadian Obligations shall have been indefeasibly paid in full in Cash and the Revolving Commitments shall have been terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations respective obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, without limitation, (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations and the Guaranteed Canadian Obligations shall have been indefeasibly paid in full in Cash and the Revolving Commitments shall have been terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations or the Guaranteed Canadian Obligations, as the case may be, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or Cash collateralized in accordance with Section 2.4(i), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or Cash collateralized in accordance with Section 2.4(i), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such 109 other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Finance Party now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryFinance Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit shall have expired with no pending drawings or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Finance Party may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary Finance Party may have in any such collateral or security, and to any right any Beneficiary Finance Party may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Beneficiary and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Beneficiary to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without pending drawings or been cancelledcancelled or Cash Collateralized (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower or any Subsidiary Borrowerother guarantor (including the Guarantors), and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the cancellation or expiration without pending drawings or Cash Collateralization of all Letters of Credit in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided)) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without pending drawings or been cancelledcancelled or Cash Collateralized in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including the Guarantors), shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the Commitments shall have terminated Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) and all Letters of Credit shall have expired with no pending drawings or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Swap Agreements or Secured Cash Management Services) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.. Notwithstanding the foregoing, to the extent that any Guarantor’s right to indemnification or contribution arises from a payment or sale of Collateral made to satisfy Obligations constituting Swap Obligations, only those Loan Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify and/or contribute to such Guarantor with respect to such Swap Obligations and the amount of any indemnity or contribution shall be adjusted accordingly. 105

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Revolving Commitments shall have 107 |US-DOCS\140731213.5|| terminated and all Letters of Credit shall have expired without pending drawings or been cancelledcancelled or Cash Collateralized (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower or any Subsidiary Borrowerother guarantor (including the Guarantors), and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the cancellation or expiration without pending drawings or Cash Collateralization of all Letters of Credit in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided)) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without pending drawings or been cancelledcancelled or Cash Collateralized in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including the Guarantors), shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments Revolving Commitment shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Lender now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryLender. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments Revolving Commitment shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Lender may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Lender may have in any such collateral or security, and to any right any Beneficiary Lender may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Lender and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Lender to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Revolving Commitments shall have 105 terminated and all Letters of Credit shall have expired without being drawn or been cancelledcancelled or Cash Collateralized (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other guarantor (including the Guarantors) with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower or any Subsidiary Borrowerother guarantor (including the Guarantors), and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and the cancellation or expiration or Cash Collateralization of all Letters of Credit in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided)) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired without being drawn or been cancelledcancelled or Cash Collateralized in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank (or other credit support satisfactory to the applicable Issuing Bank has been provided), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including the Guarantors), shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and in Cash, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by the such Guarantor of its Obligations hereunderobligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification indemnity that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any BeneficiarySecured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and in Cash, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution under Section 7.2(b). The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification indemnity and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification the indemnity such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against the Borrower or any Subsidiary Borrowerother Credit Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash, all Commitments not having terminated and all Letters of Credit not having expired or been cancelled, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Beneficiaries Secured Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the Beneficiaries Secured Parties, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.. 146

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the Issuing Bank, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made) and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Finance Party now has or may hereafter have against any Subsidiary the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryFinance Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit shall have expired with no pending drawings or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower 101 or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Finance Party may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary Finance Party may have in any such collateral or security, and to any right any Beneficiary Finance Party may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Beneficiary and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Beneficiary to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor hereby waives to the fullest extent permitted by applicable law any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise otherwise, and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, the Borrower and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall have terminated, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, all Letters of Credit shall not have expired or been cancelled or cash collateralized in an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Banks and the Commitments shall not have terminated, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable, and Secured Hedging Obligations and Secured Cash Management Obligations) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Guaranteed Creditor now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryGuaranteed Creditor. In addition, until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable, and Secured Hedging Obligations and Secured Cash Management Obligations) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 16.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including any other Guarantor), shall be junior and subordinate to any rights any Beneficiary Guaranteed Creditor may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Guaranteed Creditor may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.155 #93457508v14

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and in Cash, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by the such Guarantor of its Obligations hereunderobligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification indemnity that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any BeneficiarySecured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and in Cash, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution under Section 7.2(b). The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification indemnity and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification the indemnity such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against the Borrower or any Subsidiary Borrowerother Credit Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash, all Commitments not having terminated and all Letters of Credit not having expired or been DMFIRM #406105327 v2 182 cancelled, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Beneficiaries Secured Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the Beneficiaries Secured Parties, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrowers or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary BorrowerBorrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth 125 herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower Borrowers or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary BorrowerBorrowers, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Guaranteed Creditor now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryGuaranteed Creditor. In addition, until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 16.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including any other Guarantor), shall be junior and subordinate to any rights any Beneficiary Guaranteed Creditor may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Guaranteed Creditor may have in any such collateral or security, and to any right any Beneficiary Guaranteed Creditor may have against such other guarantorguarantor (including any other Guarantor). If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in cash in accordance with their terms, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Guaranteed Creditors and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Guaranteed Creditors to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Credit Commitments shall have been terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrowers or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower the Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary Borrowerthe Borrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Credit Commitments shall have been terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 8.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower the Borrowers or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against any Subsidiary Borrowerthe Borrowers, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Secured Parties and, subject to any applicable intercreditor arrangements to which the Beneficiaries and Administrative Agent is a party (if any), shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until all of the Guaranteed Obligations shall have been finally and indefeasibly paid and performed in full and full, the Aggregate Commitments shall have been terminated and all Letters of Credit shall issued or deemed issued pursuant to the Credit Agreement have expired or been cancelledsurrendered, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed ObligationsBorrower, and (b) any right to enforce, or to participate in, any claim, right or remedy that the Administrative Agent or any Beneficiary Lender now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until all of the Guaranteed Obligations shall have been finally and indefeasibly paid and performed in full and full, the Aggregate Commitments shall have been terminated and all Letters of Credit shall issued or deemed issued pursuant to the Credit Agreement have expired or been cancelledsurrendered, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or securitythe Borrower, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including any Guarantor), Form of Credit Guaranty shall be junior and subordinate to any rights any Beneficiary the Administrative Agent and the Lenders may have against any Subsidiary the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right the Administrative Agent or any Beneficiary Lender may have against such other guarantorguarantor (including any Guarantor). If any amount shall be paid to the a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all the Guaranteed Obligations shall not have been finally and indefeasibly paid and performed in full, the Aggregate Commitments shall not have been terminated and all Letters of Credit issued or deemed issued pursuant to the Credit Agreement shall not have been surrendered, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and in Cash, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by the such Guarantor of its Obligations hereunderobligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification indemnity that the such Guarantor now has or may hereafter have against any Subsidiary the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any BeneficiarySecured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and in Cash, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution under Section 7.2(b). The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification indemnity and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification the indemnity such Guarantor may have against any Subsidiary the Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against the Borrower or any Subsidiary Borrowerother Credit Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash, all Commitments not having terminated and all Letters of Credit not having expired or been cancelled, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Beneficiaries Secured Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.DMFIRM #406105327 v12 212

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized in an amount equal to 103% of Letter of Credit usage at such time on terms reasonably satisfactory to the Issuing Bank, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made and Obligations under or in respect of Secured Hedge Agreements and Secured Treasury Services Agreements) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized and subject to Section 8.10(c), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against Borrower or any Subsidiary Borrower other Credit Party with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower or any Subsidiary Borrowerother Credit Party, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled or cash collateralized and subject to Section 8.10(c), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against Borrower or any Subsidiary Borrower other Credit Party or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary BorrowerBorrower or such other Credit Party, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made and other than obligations under any Hedge Agreement) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank shall have been made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to such Issuing Bank in an amount equal to the Minimum Collateral Amount)), the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made and other than obligations under any Hedge Agreement) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank shall have been made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to such Issuing Bank in an amount equal to the Minimum Collateral Amount)), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Guaranteed Creditor now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiaryGuaranteed Creditor. In addition, until the Guaranteed Obligations (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been indefeasibly paid in full in cash in accordance with their terms and the Total Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 16.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantorguarantor (including any other Guarantor), shall be junior and subordinate to any rights any Beneficiary Guaranteed Creditor may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary Guaranteed Creditor may have in any such collateral or security, and to any right any Beneficiary Guaranteed Creditor may have against such other guarantorguarantor (including any other Guarantor). If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in cash in accordance with their terms, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries Guaranteed Creditors and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Guaranteed Creditors to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.. 16.07

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Non-U.S. Guaranteed Obligations and Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations respective obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Non-U.S. Guaranteed Obligations or Guaranteed Obligations, as the case may be, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Non-U.S. Guaranteed Obligations and Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Non-U.S. Guaranteed Obligations or Guaranteed Obligations, as the case may be, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Non-U.S. Guaranteed Obligations and Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Non-U.S. Guaranteed Obligations or Guaranteed Obligations, as the case may be, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Service Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Service Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent indemnification obligations not yet due or owing) shall have been indefeasibly paid in full in cash and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the replaced or Cash Collateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Borrowers or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower the Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrowerthe Borrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent indemnification obligations not yet due or owing) shall have been indefeasibly paid in full in cash and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the replaced or Cash Collateralized, each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 10.02. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower the Borrowers or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrowerthe Borrowers, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereofhereof and of the other Loan Documents.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall will have been indefeasibly paid in full in cash and the Revolving Credit Commitments shall will have terminated and all Letters of Credit shall have been cancelled, or have expired or have been cancelledcash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, the each Guarantor hereby waives any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against the Company or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower the Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against any Subsidiary Borrowerthe Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Guaranteed Obligations shall will have been indefeasibly paid in full in cash and the Revolving Credit Commitments shall will have terminated and all Letters of Credit shall have been cancelled, or have expired or have been cancelledcash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, the each Guarantor shall will withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower the Company or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall will be junior and subordinate to any rights any Beneficiary Secured Party may have against any Subsidiary Borrowerthe Company, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall will be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall will not have been finally and indefeasibly paid in full, such amount shall will be held in trust for the Administrative Agent on behalf of the Beneficiaries Secured Parties and shall will forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (unless a Letter of Credit backstop is in place), the each Guarantor hereby waives waives, to the extent permitted by applicable law, its right to enforce any claim, right or remedy, direct or indirect, that the such Guarantor now has or may hereafter have against Borrower or any Subsidiary Borrower other Guarantor or any of its assets in connection with this Guaranty or 110 the performance by the such Guarantor of its Obligations obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the such Guarantor now has or may hereafter have against any Subsidiary Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledcancelled (unless a Letter of Credit Backstop is in place), the each Guarantor shall withhold exercise of any right of contribution the such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. The Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise 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, any rights of subrogation, reimbursement or indemnification the such Guarantor may have against any Subsidiary Borrower or against any collateral or security, and any rights of contribution the such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Subsidiary Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to the any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than contingent obligations for which no claim has been made) shall not have been finally and indefeasibly paid in fullfull and all Letters of Credit have not been cancelled or terminated (unless a Letter of Credit Backstop is in place), such amount shall be held in trust for the Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.