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

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Credit Party or any of their assets in connection with this 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 (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any other Credit Party 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 any other Credit Party, 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 shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Party. 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 any other Credit Party or against any collateral or security, and any rights of contribution that such Guarantor may have against any other Credit Party, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Party. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, 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 Credit Party Guarantor or any of their its assets in connection with this Guarantee Guaranty or the performance by such Guarantor of its obligations hereunderhereunder (other than rights of contribution such Guarantor may have against any other guarantor of the Guaranteed Obligations as contemplated by Section 13.2), 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 any other Credit Party 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 any other Credit Partythe 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 shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 13.2. 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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullprior to the Termination Date, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, 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 Credit Party Guarantor or any of their its assets in connection with this 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 any other Credit Party the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any other Credit Partythe 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 Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Obligations, including any such right of contribution under Section 7.2(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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such the Borrower or any other Credit Party and Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash and all Commitments not having terminated, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the beneficiaries Secured Parties, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Each Guarantor hereby waives the right to exercise at any time prior to the Termination Date any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Credit Loan Party or any of their its assets in connection with this Guarantee 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 any other Credit Party with respect to the Guaranteed Obligations, Loan Party; (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 any other Credit Loan Party, ; 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 shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations. The foregoing agreements of the Guarantors set forth in this Section 2.6 shall remain operative and in full force and effect until the Termination Date regardless of the termination of this Guaranty. 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 any other Credit Loan Party or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Party. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.and

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, 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 Credit Party Guarantor or any of their its assets in connection with this 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 any other Credit Party the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any other Credit Party, 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 Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Obligations, including any such right of contribution under Section 7.2(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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any other Credit PartyGuarantor, shall be junior and subordinate to any rights any Secured Party may have against such the Borrower or any other Credit Party and Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit PartyGuarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash, and all Commitments not having terminated, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the beneficiaries Secured Parties, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, 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 Credit Party Guarantor or any of their its assets in connection with this 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 any other Credit Party the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any other Credit Partythe 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 Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Obligations, including any such right of contribution under Section 7.2(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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit PartyGuarantor, shall be junior and subordinate to any rights any Secured Party may have against such the Borrower or any other Credit Party and Guarantor, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit PartyGuarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash and all Commitments not having terminated, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the beneficiaries Secured Parties, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor hereby waives the Company shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor the Company now has or may hereafter have against any other Credit Party McKesson Canada or any of their its assets in connection with this Guarantee Company Guaranty or the performance by such Guarantor the Company 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 the Company now has or may hereafter have against any other Credit Party with respect to the Guaranteed ObligationsMcKesson Canada, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Agent or any Lender now has or may hereafter have against any other Credit PartyMcKesson Canada, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In additionAgent or any Lender, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of (b) any right of contribution such Guarantor the Company may have against any other Credit Partyguarantor of the Guarantied Obligations (including without limitation any such right of contribution under California Civil Code Section 2848). Each Guarantor The Company 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 the Company may have against any other Credit Party McKesson Canada or against any collateral or security, and any rights of contribution that such Guarantor the Company may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party Agent or any Lender may have against such other Credit Party and McKesson Canada, to all right, title and interest any Secured Party Agent or any Lender may have in any such collateral or security, and to any right that any Secured Party Agent or any Lender may have against such other Credit Partyguarantor. Each Agent, on behalf of Lenders, may use, sell or dispose of any item of collateral or security as it sees fit without regard to any subrogation rights the Company may have, and upon any such disposition or sale any rights of subrogation against such collateral the Company may have shall terminate. If any amount shall be paid to any Guarantor the Company on account of any such subrogation, reimbursement, reimbursement or indemnification or contribution rights at any time when all Guaranteed Guarantied Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Lenders to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party 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 any other Credit PartyBorrower, 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 shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (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 any other Credit Party Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and any Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Issuer or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party the Issuer with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Guaranteed Party now has or may hereafter have against any other Credit Partythe Issuer, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Guaranteed Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations. 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 any other Credit Party the Issuer or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor (including any other Guarantor), shall be junior and subordinate to any rights any Secured Guaranteed Party may have against such other Credit Party and the Issuer, to all right, title and interest any Secured Guaranteed Party may have in any such collateral or security, and to any right that any Secured Guaranteed Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid Paid in fullFull, such amount shall be held in trust for the Administrative Agent Trustee on behalf of the Secured Guaranteed Parties and shall forthwith be paid over to the Administrative Agent Trustee for the benefit of the beneficiaries Guaranteed Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan all Commitments shall have terminated, 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 Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that the Administrative Agent or any other Secured Party now has or may hereafter have against any other Credit Partythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Administrative Agent or any other Secured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan all Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by 10.2. 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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights the Administrative Agent or any other Secured Party may have against such other Credit Party and the Borrower, to all right, title and interest any the Secured Party Parties may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Party. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.113

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor Credit Party hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Credit Party or any of their its assets in connection with this Guarantee Guaranty or the performance by such Guarantor Credit Party 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 Credit Party now has or may hereafter have against any other Credit Party 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 any other Credit Party, 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 shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor Credit Party shall withhold exercise of any right of contribution such Guarantor Credit Party may have against any other obligor (including any other Credit Party) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Each Guarantor Credit Party 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 Credit Party may have against any other Credit Party or against any collateral or security, and any rights of contribution that such Guarantor Credit Party may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against such other any Credit Party and Party, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right that any Secured Party Beneficiary may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor Credit Party on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.. 109

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the applicable Guaranteed Obligations shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now 170 has or may hereafter have against any applicable Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party applicable 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 any other Credit PartyBorrower, 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 applicable Guaranteed Obligations shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit PartyGuarantor (including any other Guarantor) of the applicable Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.02. 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 any other Credit Party Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit PartyGuarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and any Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit PartyGuarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all applicable Guaranteed Obligations shall not have been finally and indefeasibly paid Paid in fullFull, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Secured Parties 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 applicable Guaranteed Obligations shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any applicable Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party applicable 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 any other Credit PartyBorrower, 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 applicable Guaranteed Obligations shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the applicable Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.02. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, 160 NY\5627635.16 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 any other Credit Party Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and any Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all applicable Guaranteed Obligations shall not have been finally and indefeasibly paid Paid in fullFull, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Secured Parties 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 shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, 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 Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 or any other Credit Party Guarantor 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 or any other Credit PartyGuarantor, 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 shall have been indefeasibly paid Paid in full and the Loan Commitments shall have terminatedFull, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and the Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid Paid in fullFull, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 162 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 any other Credit Party 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 any other Credit PartyBorrower, 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 shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (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 any other Credit Party Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullprior to the Termination Date, such amount shall be held in trust for the Administrative Primary Collateral Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Primary Collateral Agent for the benefit of the beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedfull, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Credit Party the Company or the relevant Issuer Subsidiary, as applicable, or any of their respective assets in connection with this Guarantee 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 any other Credit Party with respect to the Guaranteed ObligationsCompany or the relevant Issuer Subsidiary, as applicable, and (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Guarantied Party now has or may hereafter have against any other Credit Partythe Company or the relevant Issuer Subsidiary, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Partyas applicable. In addition, until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedfull, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guarantied Obligations (including without limitation any such right of contribution under subsection 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 any other Credit Party the Company or against any collateral or securitythe relevant Issuer Subsidiary, as applicable, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Guarantied Party may have against the Company or the relevant Issuer Subsidiary, as applicable, and to any right any Guarantied Party may have against such other Credit Party and to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Guarantied Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Guarantied Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Guarantied Parties to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party 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 any other Credit PartyBorrower, 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 shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (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 161 competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against any other Credit Party Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullprior to the Termination Date, such amount shall be held in trust for the Administrative Primary Collateral Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Primary Collateral Agent for the benefit of the beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any applicable Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party applicable 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 any other Credit Partyapplicable 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 shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution as contemplated by Section 7.02). 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 any other Credit Party or against any collateral or security, and any rights of contribution that such Guarantor may have against any other Credit Party, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Party. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.162

Guarantors’ Rights of Subrogation, Contribution, Etc. Subordination of Other Obligations. Until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled or collateralized with cash or a letter of credit, 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 any other Credit Party Company or any of their its assets in connection with this Guarantee 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 any other Credit Party with respect to the Guaranteed 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 any other Credit PartyCompany, 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 Guaranteed Obligations shall have been indefeasibly paid in full Beneficiary and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of (b) any right of contribution such Guarantor now has or may hereafter have against any other Credit Partyguarantor of any of the Guarantied Obligations. 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 any other Credit Party Company or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Party and Company, 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 that any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Partyguarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to 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 Guaranteed Guarantied Obligations shall have not have been finally and indefeasibly paid in full, such amount any Lender shall have any Commitment or any Swap Counterparty shall have any obligation under any Lender Swap Agreement, shall be held in trust for the Administrative Agent Guarantied Party on behalf of the Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of the beneficiaries Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedin Cash, each Guarantor hereby waives to the fullest extent permitted by law any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Obligations 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 (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any other Credit Party 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 any other Credit PartyBorrower, 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 shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedfull, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (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 any other Credit Party Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan all Commitments shall have terminated, 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 Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that the Administrative Agent or any other Secured Party now has or may hereafter have against any other Credit Partythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Administrative Agent or any other Secured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan all Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by 10.2. 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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights the Administrative Agent or any other Secured Party may have against such other Credit Party and the Borrower, to all right, title and interest any the Secured Party Parties may have in any such collateral or security, and to any right that the Administrative Agent or any other Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of and the other Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any applicable Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party applicable 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 any other Credit Partyapplicable 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 shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution as contemplated by Section 7.02). 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 any other Credit Party applicable Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate subordinated to any rights any Secured Party may have against such other Credit Party and any applicable Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all applicable Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Secured Parties to be credited and 153 applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Subordination of Other Obligations. Until the Guaranteed Guarantied Obligations (other than Unasserted Obligations) shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, 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 any other Credit Party Company or any of their its assets in connection with this Guarantee 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 any other Credit Party with respect to the Guaranteed 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 any other Credit PartyCompany, 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 Guaranteed Obligations shall have been indefeasibly paid in full Beneficiary and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of (b) any right of contribution such Guarantor now has or may hereafter have against any other Credit Partyguarantor of any of the Guarantied Obligations. 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 any other Credit Party Company or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Party and Company, 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 that any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Partyguarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to 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 Guaranteed Guarantied Obligations shall have not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent Guarantied Party on behalf of the Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of the beneficiaries Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Subordination of Other Obligations. Until the Guaranteed Guarantied Obligations (other than Unasserted Obligations and obligations under the Lender Swap Agreements and the Lender Cash Management Agreements not yet due and payable) shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, 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 any other Credit Loan Party or any of their its assets in connection with this Guarantee 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 any other Credit Party with respect to the Guaranteed ObligationsLoan Party, (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 any other Credit Loan Party, 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 Guaranteed Obligations shall have been indefeasibly paid in full Beneficiary and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of (b) any right of contribution such Guarantor now has or may hereafter have against any other Credit Partyguarantor of any of the Guarantied Obligations. 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 any other Credit Loan Party or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Party and Loan Party, 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 that any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Partyguarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to 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 Guaranteed Guarantied Obligations shall have not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent Guarantied Party on behalf of the Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of the beneficiaries Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Subordination of Other Obligations. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor hereby waives shall, solely with respect to the Obligations, withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Credit Guarantee Party or any of their its assets in connection with this Guarantee Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, 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 any other Credit Party with respect to the Guaranteed ObligationsGuarantee Party, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any other Credit Guarantee Party, 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 Guaranteed Obligations shall have been indefeasibly paid in full Party and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of (b) any right of contribution such Guarantor now has or may hereafter have against any other Credit Partyguarantor of any of the Obligations. 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 any other Credit Guarantee Party or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party Agent may have against such other Credit any Guarantee Party and to all right, title and interest any Secured Party such Agent may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Party. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Each Guarantor hereby waives the right to exercise at any time prior to the Termination Date any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Credit Company Party or any of their its assets in connection with this Guarantee 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 any other Credit Party with respect to the Guaranteed Obligations, Company Party; (b) any right to enforce, or to participate in, any claim, right or remedy that any the Secured Party now has or may hereafter have against any other Credit Company Party, ; and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any the Secured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedTermination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution under Section 2.2(b)). The foregoing agreements of the Guarantors set forth in this Section 2.6 shall remain operative and in full force and effect until the Termination Date regardless of the termination of this Guaranty. 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 any other Credit Company Party or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any the Secured Party may have against such other Credit Party and any Company Party, to all right, title and interest any the Secured Party may have in any such collateral or security, and to any right that any the Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullprior to the Termination Date, such amount shall be held in trust for the Administrative Agent Secured Party on behalf of the Secured Parties Holders and shall forthwith be paid over to the Administrative Agent Secured Party for the benefit of the beneficiaries Holders to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any applicable 146 Borrower or any other Credit Party Guarantor or any of their its assets in connection with this Guarantee 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 any other Credit Party applicable 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 any other Credit Partyapplicable 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 shall have been indefeasibly paid in full and the Loan Revolving Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution as contemplated by Section 7.02). 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 any other Credit Party applicable Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and any applicable Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all applicable Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each The Guarantor hereby waives waives, until the Termination Date, any claim, right or remedy, direct or indirect, that such the Guarantor now has or may hereafter have against the Borrower or any other Credit Party Loan Party, or any of their assets respective assets, in connection with this Guarantee 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 and, including without limitation, (ai) any right of subrogation, reimbursement or indemnification that such the Guarantor now has or may hereafter have against the Borrower or any other Credit Party with respect to the Guaranteed ObligationsLoan Party, (bii) 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 any Borrower or any other Credit Loan Party, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or on behalf of the Administrative Agent or any Secured PartyLender. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and Termination Date, the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such which the Guarantor may have against any other Credit Partyguarantor of the Obligations. Each The Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights right 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 any other Credit Party Loan Party, or against any collateral or security, and any rights of contribution that such the Guarantor may have against any other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party the Administrative Agent or the Lenders may have against such other Credit Party the Borrower and the Loan Parties, to all right, title and interest any Secured Party the Administrative Agent or the Lenders may have in any such collateral or security, and to any right that the Administrative Agent or any Secured Party Lender may have against such other Credit Partyguarantor. If any amount 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 shall not have been finally and indefeasibly paid in fullprior to the Termination Date, such amount shall be held in trust for the Administrative Agent on behalf of and the Secured Parties Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Guarantor agrees that it is not a surety and waives any right that it may have as a surety to require that the Administrative Agent commence action against the Borrower, any other Loan Party or any other person or against any of the Collateral.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, 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 Credit Party Guarantor or any of their its assets in connection with this 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 any other Credit Party the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any other Credit Partythe 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 Guaranteed Obligations shall have been indefeasibly paid in full in Cash and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other Guarantor) of the Obligations, including any such right of contribution under Section 7.2(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 any other Credit Party the Borrower or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such the Borrower or any other Credit Party and Party, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull in Cash and all Commitments not having terminated, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of the Secured Parties Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the beneficiaries Secured Parties, to be credited ​ 172 and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrowers or any other Credit Party guarantor or any of their its assets in connection with this such Guarantor’s 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 (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any other Credit Party the 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 any other Credit Partythe Borrowers, 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 shall have 4885-4330-5790v.25 been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor (including any other guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 10.2. 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 any other Credit Party the Borrowers or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party may have against such other Credit Party and the Borrowers, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right that any Secured Party may have against such other Credit Partyguarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent Agent, on behalf of the Secured Parties Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of the beneficiaries Secured Parties, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor hereby waives the Company shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor the Company now has or may hereafter have against any other Credit Party McKesson Canada or any of their its assets in connection with this Guarantee Company Guaranty or the performance by such Guarantor the Company 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 (ai) any right of subrogation, reimbursement or indemnification that such Guarantor the Company now has or may hereafter have against any other Credit Party with respect to the Guaranteed ObligationsMcKesson Canada, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Agent or any Lender now has or may hereafter have against any other Credit PartyMcKesson Canada, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In additionAgent or any Lender, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of (b) any right of contribution such Guarantor the Company may have against any other Credit Partyguarantor of the Guarantied Obligations (including any such right of contribution under California Civil Code Section 2848). Each Guarantor The Company 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 the Company may have against any other Credit Party McKesson Canada or against any collateral or security, and any rights of contribution that such Guarantor the Company may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Party Agent or any Lender may have against such other Credit Party and McKesson Canada, to all right, title and interest any Secured Party Agent or any Lender may have in any such collateral or security, and to any right that any Secured Party Agent or any Lender may have against such other Credit Partyguarantor. Each Agent, on behalf of Lenders, may use, sell or dispose of any item of collateral or security as it sees fit without regard to any subrogation rights the Company may have, and upon any such disposition or sale any rights of subrogation against such collateral the Company may have shall terminate. If any amount shall be paid to any Guarantor the Company on account of any such subrogation, reimbursement, reimbursement or indemnification or contribution rights at any time when all Guaranteed Guarantied Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the beneficiaries Lenders to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminated, each SUBORDINATION OF OTHER OBLIGATIONS. Each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Credit Party Company or any of their its assets in connection with this Guarantee 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 (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any other Credit Party with respect to the Guaranteed 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 any other Credit PartyCompany, 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 Guarantied Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Credit Partyguarantor of any of the Guarantied Obligations. 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 any other Credit Party Company or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Party and Company, 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 that any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Partyguarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to 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 Guaranteed Guarantied Obligations shall have not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent Guarantied Party on behalf of the Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of the beneficiaries Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Subordination of Other Obligations. Until the Guaranteed Guarantied Obligations shall have been indefeasibly paid in full and the Loan Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, 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 any other Credit Party Company or any of their its assets in connection with this Guarantee 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 any other Credit Party with respect to the Guaranteed 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 any other Credit PartyCompany, 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 Guaranteed Obligations shall have been indefeasibly paid in full Beneficiary and the Loan Commitments shall have terminated, each Guarantor shall withhold exercise of (b) any right of contribution such Guarantor now has or may hereafter have against any other Credit Partyguarantor of any of the Guarantied Obligations. 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 any other Credit Party Company or against any collateral or security, and any rights of contribution that such Guarantor may have against any such other Credit Partyguarantor, shall be junior and subordinate to any rights any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Party and Company, 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 that any Secured Guarantied Party or the other Beneficiaries may have against such other Credit Partyguarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to 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 Guaranteed Guarantied Obligations shall have not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent Guarantied Party on behalf of the Secured Parties Beneficiaries and shall forthwith be paid over to the Administrative Agent Guarantied Party for the benefit of the beneficiaries Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.