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

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

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been paid in full in cash (other than contingent indemnification obligations for which no claim has been made) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Finance Party now has or may hereafter have against the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Finance Party. In addition, until the Guaranteed Obligations will shall have been paid in full in cash and the Revolving Credit Commitments will have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit have been cancelled, or shall have expired with no pending drawings or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank Banks and all amounts drawn thereunder the Commitments shall have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Finance Party may have against the Borrower, to all right, title and interest any Secured Finance Party may have in any such collateral or security, and to any right any Secured Finance Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiary and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by such Guarantor of its obligations hereunderthereunder, 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 such Guarantor now has or may hereafter have against the Borrower with respect to the 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 Secured Party now has or may hereafter have against 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 Secured Party. In addition, until the Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, including any such right of contribution as contemplated by under Section 7.27.2(b). 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the BorrowerBorrower or any other Credit Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Obligations will 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 will shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and will shall forthwith be paid over to the Administrative Agent Agent, for the benefit of Secured Parties Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such the Guarantor now has or may hereafter have against the any Subsidiary Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such 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 such the Guarantor now has or may hereafter have against the 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 Secured Party Beneficiary now has or may hereafter have against the any Subsidiary Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such the 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. Each 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 such the Guarantor may have against the any Subsidiary Borrower or against any collateral or security, and any rights of contribution such the Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the any Subsidiary Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any the Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case case, whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise otherwise, and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has has, or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have have, against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution contribution, as contemplated by Section 7.2. 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 contribution, as set forth herein herein, is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent Agent, on behalf of Secured Parties Beneficiaries, and will shall forthwith be paid over to the Administrative Agent Agent, for the benefit of Secured Parties 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 will (other than contingent obligations for which no claim has been made) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash cancelled or Cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullaccordance with Section 2.4(i), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent obligations for which no claim has been made) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash cancelled or Cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullaccordance with Section 2.4(i), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the any Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent obligations for which no claim has been made) shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will and Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its 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 such Guarantor now has or may hereafter have against the any 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 Secured Party Beneficiary now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Non-US Guaranteed Obligations will and Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Non-US Guaranteed Obligations or Guaranteed Obligations, including as the case may be, including, without limitation, any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the any Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Non-US Guaranteed Obligations will and Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been paid in full in cash in accordance with their terms and the Total Revolving Credit Loan Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Guaranteed Creditor now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyGuaranteed Creditor. In addition, until the Guaranteed Obligations will (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been paid in full in cash in accordance with their terms and the Total Revolving Credit Loan Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution 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 7.216.02. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantorguarantor (including any other Guarantor), will shall be junior and subordinate to any rights any Secured Party Guaranteed Creditor may have against the any Borrower, to all right, title and interest any Secured Party Guaranteed Creditor may have in any such collateral or security, and to any right any Secured Party Guaranteed Creditor may have against such other guarantorguarantor (including any other Guarantor). If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in fullfull in cash in accordance with their terms, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Guaranteed Creditors and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any 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 Secured Party Lender now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent or any Secured PartyLender. In addition, until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will Commitment shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including including, without limitation, any such right of contribution as contemplated by Section 7.214.2. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights Agent or any Secured Party Lender may have against the any Borrower, to all right, title and interest any Secured Party Lender may have in any such collateral or security, and to any right Agent or any Secured Party Lender may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties and will Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of 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 will shall have been finally and indefeasibly paid and performed in full in cash and full, the Revolving Credit Commitments will have terminated and Commitment has been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement have been cancelledsurrendered, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such the Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such 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 such the Guarantor now has or may hereafter have against the Borrower with respect to the Obligationsany Borrower, and (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party the Lender now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until all of the Guaranteed Obligations will shall have been finally and indefeasibly paid and performed in full in cash and full, the Revolving Credit Commitments will have terminated and Commitment has been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement have been cancelledsurrendered, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such the 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. Each 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 such the Guarantor may have against the Borrower or against any collateral or securityBorrower, and any rights of contribution such the Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party the Lender may have against the each Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party the Lender may have against such other guarantor. If any amount will shall be paid to any the Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all the Guaranteed Obligations will 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 will shall be held in trust for the Administrative Agent on behalf of Secured Parties Lender and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Swap Agreements or Secured Cash Management Services) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash and the Revolving Credit Commitments will have terminated respect of Secured Swap Agreements or Secured Cash Management Services) and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank Banks) and all amounts drawn thereunder the Commitments shall have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (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 paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower NewPageCo or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower NewPageCo with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerNewPageCo, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including including, without limitation, any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the Borrower NewPageCo or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the BorrowerNewPageCo, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized Cash Collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Guaranteed Obligations will have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized Cash Collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will be junior and subordinate to any rights any Secured Party may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will not have been finally and indefeasibly paid in full, such amount will be held in trust for the Administrative Agent on behalf of Secured Parties and will forthwith be paid over to the Administrative Agent for the benefit of 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 will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Swap Agreements) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty Guarantee or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made or Obligations under or in cash respect of Secured Swap Agreements) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (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 paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than Remaining Obligations) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Guaranteed Obligations will (other than Remaining Obligations) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than Remaining Obligations) shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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. Subordination of Other Obligations. Until the Guarantied Obligations will (other than Unasserted Obligations and obligations under the Lender Swap Agreements) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and terminated, all Letters of Credit have been cancelled, or shall have expired or been cancelled (or the reimbursement Obligations in respect thereof have been secured with cash collateralized collateral or otherwise backstopped 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 Issuing Bank and all amounts drawn thereunder have been reimbursed in fullSwap Counterparty), each Guarantor hereby waives shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the ObligationsCompany, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerCompany, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Obligations will have been paid in full in cash Beneficiary and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will withhold exercise of (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor (including of any other Guarantor) of the Guarantied Obligations, including any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the Borrower Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Guarantied Party or the other Beneficiaries may have against the BorrowerCompany, to all right, title and interest any Secured Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right any Secured 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 will be paid to any a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time referred to in the preceding paragraph when all Guarantied Obligations will have not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent Guarantied Party on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by such Guarantor of its obligations hereunderthereunder, 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 such Guarantor now has or may hereafter have against the Borrower with respect to the 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 Secured Party now has or may hereafter have against the Borrower, Borrower and (c) any benefit of, and any right to participate in, any 1095171012\7\AMERICAS collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, including any such right of contribution as contemplated by under Section 7.27.2(b). 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantorGuarantor, will shall be junior and subordinate to any rights any Secured Party may have against the BorrowerBorrower or any other Credit Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantorGuarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Obligations will 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 terminated, such amount will shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and will shall forthwith be paid over to the Administrative Agent Agent, for the benefit of Secured Parties Parties, to be credited and applied against the 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 will shall have been paid in full in cash (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 Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or been cancelled (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 cash collateralized or otherwise backstopped in a manner satisfactory furnished to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullBank), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full in cash (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 Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or been cancelled (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 cash collateralized or otherwise backstopped in a manner satisfactory furnished to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullBank), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the such Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and 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 will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 the Guaranteed Obligations will (other than contingent obligations for which no claim has been made) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped cancelled (unless a Letter of Credit backstop is in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullplace), 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 such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent obligations for which no claim has been made) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped cancelled (unless a Letter of Credit Backstop is in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullplace), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent obligations for which no claim has been made) shall not have been finally and 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 will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 all of the Guaranteed Obligations will shall have been finally and indefeasibly paid and performed in full in cash and full, the Revolving Credit Aggregate Commitments will have terminated and been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement have been cancelled, or have expired or surrendered and all Swap Contracts have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the ObligationsBorrower, and (b) any right to enforce, or to participate in, any claim, right or remedy that the Agent or any Secured Party Lender now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until all of the Guaranteed Obligations will shall have been finally and indefeasibly paid and performed in full in cash and full, the Revolving Credit Aggregate Commitments will have terminated and been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement have been cancelled, or have expired or surrendered and all Swap Contracts have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or securityBorrower, and any rights of contribution such Guarantor may have against any such other guarantorguarantor (including any Guarantor), will shall be junior and subordinate to any rights any Secured Party the Agent and the Lenders may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right the Agent or any Secured Party Lender may have against such other guarantorguarantor (including any Guarantor). If any amount will shall be paid to any a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all the Guaranteed Obligations will 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 will shall be held in trust for the Administrative Agent on behalf of Secured Parties and will shall forthwith be paid over to the Administrative Agent for the benefit of 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 will and the Guaranteed Canadian Obligations shall have been indefeasibly paid in full in cash Cash and the Revolving Credit Commitments will shall have been terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its 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 such Guarantor now has or may hereafter have against the any 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 Secured Party Beneficiary now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will and the Guaranteed Canadian Obligations shall have been indefeasibly paid in full in cash Cash and the Revolving Credit Commitments will shall have been terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations or the Guaranteed Canadian Obligations, including as the case may be, including, without limitation, any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the any Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in fullfull in Cash, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been paid in full in cash and the Revolving Credit Commitments will shall have been terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Borrowers or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the BorrowerBorrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Guaranteed Obligations will shall have been paid in full in cash and the Revolving Credit Commitments will shall have been terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution 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 7.28.02. 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 such Guarantor may have against the Borrower Borrowers or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the BorrowerBorrowers, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties and will and, subject to any applicable intercreditor arrangements to which the Administrative Agent is a party (if any), shall forthwith be paid over to the Administrative Agent for the benefit of the 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 will shall have been paid in full in cash and the Revolving Credit Commitments will have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank Banks and all amounts drawn thereunder the Commitments shall have been reimbursed in fullterminated, each Guarantor hereby waives to the fullest extent permitted by applicable law any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise otherwise, and including (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, Borrower and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full in cash and the Revolving Credit Commitments will have terminated (other than contingent indemnification obligations for which no claim has been made) and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank Banks and all amounts drawn thereunder the Commitments shall have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and 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 will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 all of the Guaranteed Obligations will shall have been finally and indefeasibly paid and performed in full in cash and full, the Revolving Credit Aggregate Commitments will have been terminated and all Letters of Credit issued or deemed issued pursuant to the Credit Agreement have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullsurrendered, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the ObligationsBorrower, and (b) any right to enforce, or to participate in, any claim, right or remedy that the Administrative Agent or any Secured Party Lender now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until all of the Guaranteed Obligations will shall have been finally and indefeasibly paid and performed in full in cash and full, the Revolving Credit Aggregate Commitments will have been terminated and all Letters of Credit issued or deemed issued pursuant to the Credit Agreement have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullsurrendered, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or securityBorrower, and any rights of contribution such Guarantor may have against any such other guarantorguarantor (including any Guarantor), will shall be junior and subordinate to any rights any Secured Party the Administrative Agent and the Lenders may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right the Administrative Agent or any Secured Party Lender may have against such other guarantorguarantor (including any Guarantor). If any amount will shall be paid to any a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all the Guaranteed Obligations will 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 will shall be held in trust for the Administrative Agent on behalf of Secured Parties and will shall forthwith be paid over to the Administrative Agent for the benefit of 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 Guarantied Obligations will and all other Obligations under the Credit Agreement shall have been paid in full in cash and full, the Revolving Credit Commitments will shall have been terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its Borrower's assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by 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 such Guarantor now has or may hereafter have against the Borrower with respect to the Obligationsany Borrower, (bii) any right to enforce, or to participate in, any claim, right or remedy that Agent or any Secured Party Lender now has or may hereafter have against the any Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent or any Secured PartyLender. In addition, until the Guarantied Obligations will and all other Obligations under the Credit Agreement shall have been paid in full in cash and full, the Revolving Credit Commitments will shall have been terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor of any of the Guarantied Obligations (including any other Guarantor) of the Obligations, including without limitation any such right of contribution under California Civil Code Section 2848 or under a Related Guaranty as contemplated by Section 7.2subsection 2.2). 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Agent or Lenders may have against the any Borrower, to all right, title and interest any Secured Party Agent or Lenders may have in any such collateral or security, and to any right any Secured Party Agent or Lenders may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, reimbursement or indemnification or contribution rights at any time when all Guarantied Obligations will and all other Obligations under the Credit Agreement shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Lenders and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Lenders to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcollateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit usage at such time on terms reasonably satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullBank, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (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 paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than contingent indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Borrowers or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerBorrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower Borrowers or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the BorrowerBorrowers, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been paid in full in cash (other than contingent indemnification obligations for which no claim has been made) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcollateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full in cash (other than contingent indemnification obligations for which no claim has been made) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullBank, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and the Delayed Draw Term Loan Commitments shall have terminated or expired and all Letters of Credit have been cancelled, or shall have expired or been cancelled (other than Letters of Credit that have been cash collateralized Cash Collateralized or otherwise backstopped supported by backstop letters of credit in a manner accordance with Section 2.4(i)(ii) or as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder shall have been reimbursed in fullmade ), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and the Delayed Draw Term Loan Commitments shall have terminated or expired and all Letters of Credit have been cancelled, or shall have expired or been cancelled (other than Letters of Credit that have been cash collateralized Cash Collateralized or otherwise backstopped supported by backstop letters of credit in a manner accordance with Section 2.4(i)(ii) or as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder shall have been reimbursed in fullmade), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 Guarantied Obligations will shall have been indefeasibly paid in full in cash (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the Revolving provisions of the Credit Commitments will have terminated and 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, all Letters of Credit shall have expired or been cancelled and all Interest Rate Agreements shall have terminated, expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor hereby waives shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the ObligationsCompany, (bii) any right to enforce, or to participate in, any claim, right or remedy that Agent or any Secured Guarantied Party now has or may hereafter have against the BorrowerCompany, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent or any Secured Guarantied Party. In addition, until the Obligations will have been paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will withhold exercise of (b) any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of any of the Obligations, Guarantied Obligations (including without limitation any such right of contribution as contemplated by Section 7.2under subsection 2.2(b)). 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 such Guarantor may have against the Borrower Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights Agent or any Secured Guarantied Party may have against the BorrowerCompany, to all right, title and interest Agent or any Secured Guarantied Party may have in any such collateral or security, and to any right Agent or any Secured 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 will shall be paid to any Guarantor on account of any such subrogation, reimbursement, reimbursement or indemnification or contribution rights at any time when all Guarantied Obligations will shall not have been finally and 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 will shall be held in trust for the Administrative Agent on behalf of Secured Guarantied Parties and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Guarantied Parties to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guarantied Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcanceled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the ObligationsBorrower, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guarantied Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcanceled, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, Guarantied Obligations (including any such right of contribution under subsection 2.2(b) or under a Related Guaranty as contemplated by Section 7.2subsection 2.2(b)). 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations will shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent Guarantied Party on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Company or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the 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 Secured Party Beneficiary now has or may hereafter have against the BorrowerCompany, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including including, without limitation, any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the Borrower Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the BorrowerCompany, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than contingent indemnification obligations not yet due or owing) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, replaced or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullCash Collateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Borrowers or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower Borrowers with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerBorrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent indemnification obligations not yet due or owing) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, replaced or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullCash Collateralized, each Guarantor will shall withhold exercise of any right of contribution 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 7.210.02. 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 such Guarantor may have against the Borrower Borrowers or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the BorrowerBorrowers, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Company or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the BorrowerCompany, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Guaranteed Obligations will have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will be junior and subordinate to any rights any Secured Party may have against the BorrowerCompany, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will not have been finally and indefeasibly paid in full, such amount will be held in trust for the Administrative Agent on behalf of Secured Parties and will forthwith be paid over to the Administrative Agent for the benefit of 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 will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcollateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Borrowers or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower Borrowers with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerBorrowers, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Hedge Agreements and Secured Treasury Services Agreements) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit Usage at such time on terms reasonably satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullBank, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower Borrowers or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the BorrowerBorrowers, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (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 paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than Remaining Obligations) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized cancelled or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullCash Collateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the anythe Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the anythe Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the anythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than Remaining Obligations) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized cancelled or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullCash Collateralized, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the anythe Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the anythe Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than Remaining Obligations) shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 Obligations will shall have been paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by such Guarantor of its obligations hereunderthereunder, 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 such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Obligations will shall have been paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, including any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the BorrowerBorrower or any other Credit Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations will shall not have been finally and paid in fullfull in Cash, all Revolving Commitments not having terminated and all Letters of Credit not having expired or been cancelled, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties parties and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations will shall have been paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by such Guarantor of its obligations hereunderthereunder, 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 such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Obligations will shall have been paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, including any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the BorrowerBorrower or any other Credit Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations will shall not have been finally and paid in fullfull in Cash, all Revolving Commitments not having terminated and all Letters of Credit not having expired or been cancelled, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the 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 will (other than (x) obligations under Hedge Agreements not yet due and payable, and (y) contingent indemnification obligations not yet accrued and payable) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or been cancelled (or back-up standby letters of credit or deposits of cash collateral in respect of all Letters of Credit shall have been cash collateralized or otherwise backstopped in a manner satisfactory furnished to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullLender), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than (x) obligations under Hedge Agreements not yet due and payable, and (y) contingent indemnification obligations not yet accrued and payable) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or been cancelled (or back-up standby letters of credit or deposits of cash collateral in respect of all Letters of Credit shall have been cash collateralized or otherwise backstopped in a manner satisfactory furnished to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullLender), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than (x) obligations under Hedge Agreements not yet due and payable, and (y) contingent indemnification obligations not yet accrued and payable) shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than contingent or indemnification obligations for which no claim has been made and other than obligations under any Hedge Agreement) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner cancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder shall have been reimbursed made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to such Issuing Bank in fullan amount equal to the Minimum Collateral Amount)), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent or indemnification obligations for which no claim has been made and other than obligations under any Hedge Agreement) shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner cancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder shall have been reimbursed made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to such Issuing Bank in fullan amount equal to the Minimum Collateral Amount)), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall ​ ​ have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by such Guarantor of its obligations hereunderthereunder, 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 such Guarantor now has or may hereafter have against the Borrower with respect to the 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 Secured Party now has or may hereafter have against 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 Secured Party. In addition, until the Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, including any such right of contribution as contemplated by under Section 7.27.2(b). 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the BorrowerBorrower or any other Credit Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Obligations will 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 will shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and will shall forthwith be paid over to the Administrative Agent Agent, for the benefit of Secured Parties Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been paid in full in cash in accordance with their terms and the Total Revolving Credit Loan Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Guaranteed Creditor now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyGuaranteed Creditor. In addition, until the Guaranteed Obligations will (other than indemnities and expense reimbursement obligations which, in either case, are not then due and payable) shall have been paid in full in cash in accordance with their terms and the Total Revolving Credit Loan Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will be junior and subordinate to any rights any Secured Party may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations will not have been finally and paid in full, such amount will be held in trust for the Administrative Agent on behalf of Secured Parties and will forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof16.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Guaranteed Obligations will shall have been paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including including, without limitation, any such right of contribution as contemplated by Section 7.27.3. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantorguarantor (including any Guarantor). If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties and will shall forthwith be paid over to the Administrative Agent for the benefit of 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 will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit Note Documents have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives waives, to the fullest extent permitted by applicable Law, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Issuer or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law Law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower Issuer with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerIssuer, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit Note Documents have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower Issuer or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the BorrowerIssuer, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 ---------------------------------------------------- Guarantied Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the ObligationsCompany, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerCompany, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guarantied Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guarantied Obligations, including any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the Borrower Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the BorrowerCompany, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations will shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent Guarantied Party on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will Commitment shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Lender now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyLender. In addition, until the Guaranteed Obligations will shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will Commitment shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including including, without limitation, any such right of contribution as contemplated by Section 7.27.02. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Lender may have against the any Borrower, to all right, title and interest any Secured Party Lender may have in any such collateral or security, and to any right any Secured Party Lender may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Lender and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been paid in full in cash (other than contingent indemnification obligations for which no claim has been made) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired without pending drawings or have been cash collateralized cancelled or otherwise backstopped in a manner Cash Collateralized (or other credit support satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have has been reimbursed in fullprovided), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor guarantor (including the Guarantors) or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower or any 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 Secured Party Beneficiary now has or may hereafter have against the BorrowerBorrower or any other 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 Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been 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 cash 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 Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired without pending drawings or have been cash collateralized cancelled or otherwise backstopped Cash Collateralized in a manner the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have (or other credit support satisfactory to the applicable Issuing Bank has been reimbursed in fullprovided), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantorguarantor (including the Guarantors), will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than Remaining Obligations) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, replaced or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullCash Collateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than Remaining Obligations) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, replaced or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullCash Collateralized, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the any Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than Remaining Obligations) shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 Obligations will have been paid in full in cash and the Revolving Credit Commitments will have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Each Guarantor hereby waives agrees that it will not assert any claim, right or remedy, in each case direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statutestatute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the ObligationsCompany, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerCompany, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, Beneficiary unless and until the Guarantied Obligations will (other than Guarantied Obligations in respect of indemnification and expense reimbursement not yet claimed) shall have been indefeasibly paid in full in cash and full, the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired, been cancelled or been cash collateralized. In addition, until the Guarantied Obligations (other than Guarantied Obligations in respect of indemnity and expense reimbursement not yet claimed) shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired, been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Obligations, Guarantied Obligations (including any such right of contribution as contemplated by under California Civil Code Section 7.2. Each Guarantor further agrees that, to the extent the waiver 2848 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will be junior and subordinate to any rights any Secured Party may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations will not have been finally and paid in full, such amount will be held in trust for the Administrative Agent on behalf of Secured Parties and will forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereofunder subSECTION 2.2(b)).

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Swap Agreements or Secured Cash Management Services) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash and the Revolving Credit Commitments will have terminated respect of Secured Swap Agreements or Secured Cash Management Services) and all Letters of Credit have been cancelled, or shall have expired with no pending drawings or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank Banks and all amounts drawn thereunder the Commitments shall have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (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 paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (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 paid in full in cash in accordance with their terms and the Total Revolving Credit Loan Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Guaranteed Creditor now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyGuaranteed Creditor. In addition, until the Guaranteed Obligations will (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 paid in full in cash in accordance with their terms and the Total Revolving Credit Loan Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will be junior and subordinate to any rights any Secured Party may have against the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations will not have been finally and paid in full, such amount will be held in trust for the Administrative Agent on behalf of Secured Parties and will forthwith be paid over to the Administrative Agent for the benefit of Secured Parties to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof16.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the its Guaranteed Obligations will (other than Contingent Obligations) shall have been irrevocably paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized collateralized, backstopped or otherwise backstopped in a manner satisfactory cancelled (on terms and conditions acceptable to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullApplicable Agent), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any applicable Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the any 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 Secured Party now has or may hereafter have against the any applicable Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the its Guaranteed Obligations will (other than Contingent Obligations) shall have been irrevocably paid in full in cash and the applicable Revolving Credit Commitments will shall have terminated and all applicable Letters of Credit have been cancelled, or shall have expired or have been cash collateralized collateralized, backstopped or otherwise backstopped in a manner satisfactory cancelled (on terms and conditions acceptable to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullApplicable Agent), each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the its Guaranteed Obligations, including including, without limitation, any such right of contribution as contemplated by Section 7.27.3. 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 such Guarantor may have against the any applicable Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the any applicable Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantorguarantor (including any Guarantor). If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all its Guaranteed Obligations will shall not have been finally and indefeasibly paid in fullfull (other than Contingent Obligations), such amount will shall be held in trust for the Administrative Applicable Agent on behalf of Secured Parties and will shall forthwith be paid over to the Administrative Applicable Agent for the benefit of 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 Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty its Obligations Guarantee or the performance by such Guarantor of its obligations hereunderthereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise otherwise, and including (a) any right of subrogation, reimbursement or indemnification indemnity that such Guarantor now has or may hereafter have against the Borrower with respect to the 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 Secured Party now has or may hereafter have against the Borrower, 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 Secured Party. In addition, until the Obligations will shall have been indefeasibly paid in full in cash and Cash, the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will withhold shall forego exercise of any right of contribution such Guarantor may have against any other guarantor of the Obligations (including any other Guarantor) of the Obligations), including any such right of contribution as contemplated by under Section 7.27.2(b). Each Guarantor further agrees that, to the extent the waiver or agreement to withhold forego 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party may have against the BorrowerBorrower or any other guarantor, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Obligations will 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 will shall be held in trust for the General Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and will shall forthwith be paid over to the General Administrative Agent Agent, for the benefit of Secured Parties Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash respect of Secured Swap Agreements or Secured Cash Management Services) and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullterminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including including, (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been paid in full (other than contingent indemnification obligations for which no claim has been made and Obligations under or in cash and the Revolving Credit Commitments will have terminated respect of Secured Swap Agreements or Secured Cash Management Services) and all Letters of Credit have been cancelled, or shall have expired or have been cancelled or cash collateralized or otherwise backstopped in a manner an amount equal to 103% of Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank Banks and all amounts drawn thereunder the Commitments shall have been reimbursed in fullterminated, each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (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 paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will shall have been paid in full in cash (other than contingent indemnification obligations for which no claim has been made) and the Revolving Credit Commitments will shall have |US-DOCS\140731213.5|| terminated and all Letters of Credit have been cancelled, or shall have expired without pending drawings or have been cash collateralized cancelled or otherwise backstopped in a manner Cash Collateralized (or other credit support satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have has been reimbursed in fullprovided), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor guarantor (including the Guarantors) or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (ai) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower or any 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 Secured Party Beneficiary now has or may hereafter have against the BorrowerBorrower or any other 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 Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will shall have been 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 cash 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 Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired without pending drawings or have been cash collateralized cancelled or otherwise backstopped Cash Collateralized in a manner the Agreed L/C Cash Collateral Amount on terms reasonably satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have (or other credit support satisfactory to the applicable Issuing Bank has been reimbursed in fullprovided), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantorguarantor (including the Guarantors), will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will (other than contingent indemnification obligations for which no claim has been made) shall not have been finally and paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or been cancelled (other than Letters of Credit as to which other arrangements satisfactory to Issuing Bank shall have been cash collateralized made (which arrangements may include Cash Collateral or otherwise backstopped in a manner backstop letters of credit satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullan amount equal to the Minimum Collateral Amount)), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or been cancelled (other than Letters of Credit as to which other arrangements satisfactory to Issuing Bank shall have been cash collateralized made (which arrangements may include Cash Collateral or otherwise backstopped in a manner backstop letters of credit satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullan amount equal to the Minimum Collateral Amount)), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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-U.S. Guaranteed Obligations will and Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in fullcancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its 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 such Guarantor now has or may hereafter have against the any 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 Secured Party Beneficiary now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Non-U.S. Guaranteed Obligations will and Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit shall have expired or been cancelled, or have expired or have been cash collateralized or otherwise backstopped in a manner satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, each Guarantor will shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Non-U.S. Guaranteed Obligations or Guaranteed Obligations, including as the case may be, including, without limitation, any such right of contribution as contemplated by Section 7.2. 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 such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the any Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Non-U.S. Guaranteed Obligations will and Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties the Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner cancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder shall have been reimbursed made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to the Issuing Bank in fullan amount equal to the Minimum Collateral Amount)), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner cancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder shall have been reimbursed made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to the Issuing Bank in fullan amount equal to the Minimum Collateral Amount)), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties 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 will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner cancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder Banks shall have been reimbursed made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to the Issuing Banks in fullan amount equal to the Minimum Collateral Amount)), each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations will (other than contingent or indemnification obligations for which no claim has been made) shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments will shall have terminated and all Letters of Credit have been cancelled, or shall have expired or have been cash collateralized or otherwise backstopped in a manner cancelled (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank and all amounts drawn thereunder Banks shall have been reimbursed made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to the Issuing Banks in fullan amount equal to the Minimum Collateral Amount)), each Guarantor will shall withhold exercise of any right of contribution 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. 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 such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, will shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount will shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations will shall not have been finally and indefeasibly paid in full, such amount will shall be held in trust for the Administrative Agent on behalf of Secured Parties Beneficiaries and will shall forthwith be paid over to the Administrative Agent for the benefit of Secured Parties Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.