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

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Guarantor hereby waives, until the Termination Date, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection herewith 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 Company, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution 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 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 Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Company, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date shall not have occurred, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of 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. Each Subordination of ----------------------------------------------------------------------- Other Obligations. Until the Guarantied Obligations shall have been paid in ----------------- full and the Commitments shall have terminated and all Lender Letters of Credit shall have expired or been cancelled, no Guarantor hereby waives, until the Termination Date, shall exercise any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its their respective assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (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 Company, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution 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 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 Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest any Beneficiary Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right any Beneficiary Guarantied Party or the other Beneficiaries may have against such other guarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to any a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time referred to in the preceding paragraph when the Termination Date shall all Guarantied Obligations have not have occurredbeen paid in full, such amount shall be held in trust for Administrative Agent Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent Guarantied Party for the benefit of 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. Each Until the Guaranteed Obligations (other than Remaining Obligations) shall have been indefeasibly paid in full, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 Companythe Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination DateGuaranteed Obligations (other than Remaining Obligations) shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (Obligations, including any such right of contribution under as contemplated by Section 7.2(b))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 Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companythe Borrower, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guaranteed Obligations (other than Remaining Obligations) shall not have occurredbeen finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereofhereof and of the other Credit Documents.

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company Borrowers or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 CompanyBorrowers, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against CompanyBorrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Guarantied Obligations (including any such right of contribution under Section 7.2(bsubsection 2.2(b)). Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company Borrowers or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against CompanyBorrowers, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guarantied Obligations shall not have occurredbeen paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries Secured 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. Each Guarantor hereby waives, until waives the right to exercise at any time prior to the Termination Date, Date any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company any Loan Party or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 Company, any Loan Party; (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Company, any Loan Party; and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution under Section 7.2(b2.2(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 Company any Loan Party or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Company| any Loan Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when prior to the Termination Date shall not have occurredDate, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries the Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Until the Obligations shall have been indefeasibly paid in full in cash and the Term Loan Commitments shall have terminated, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower or any other Guarantor or any of its assets in connection herewith with 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 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 Companythe Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any BeneficiarySecured Party. In addition, until the Termination DateObligations shall have been indefeasibly paid in full in cash and the Term Loan Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (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 Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companythe Borrower or any other Credit Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when the Termination Date all Obligations shall not have occurredbeen indefeasibly paid in full in cash and all Term Loan Commitments not having terminated, such amount shall be held in trust for the Administrative Agent on behalf Agent, for the benefit of Beneficiaries the Secured Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of 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. Each Until the Termination Date has occurred, each Guarantor hereby waives, until the Termination Date, waives any claim, right right, or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company a Borrower or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right right, or remedy arises in equity, under contract, by statute statute, under common law law, or otherwise and including including, without limitation, (a) any right of subrogation, reimbursement reimbursement, or indemnification that such Guarantor now has or may hereafter have against Companysuch Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right right, or remedy that any Beneficiary Secured Party now has or may hereafter have against Companysuch Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination DateDate has occurred, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including Obligations, including, without limitation, any such right of contribution under as contemplated by Section 7.2(b7.02. Notwithstanding anything to the contrary contained in this Agreement, no Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Loan Party (the “Foreclosed Loan Party”)), including after payment in full of the Obligations and the occurrence of the Termination Date, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Capital Stock of such Foreclosed Loan Party whether pursuant to this Agreement or otherwise. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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 reimbursement, or indemnification such Guarantor may have against Company such Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companysuch Borrower, to all right, title title, and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnification, or contribution rights at any time when prior to the occurrence of the Termination Date shall not (or at any time if all or any portion of the Obligations have occurredbeen satisfied in connection with an exercise of remedies in respect of the Capital Stock of such Foreclosed Loan Party whether pursuant to this Agreement or otherwise), such amount shall be held in trust for Administrative Agent Agent, on behalf of Beneficiaries the Secured Parties, and shall forthwith be paid over to Administrative Agent Agent, for the benefit of Beneficiaries the Secured Parties, to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized with Cash, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company Borrower or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 CompanyBorrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against CompanyBorrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Termination DateGuaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized with Cash, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including Obligations, including, without limitation, any such right of contribution under as contemplated by Section 7.2(b))7.2. Each Guarantor 109 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 Company Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against CompanyBorrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guaranteed Obligations shall not have occurredbeen finally and indefeasibly paid in full, the Commitments shall not have terminated and all Letters of Credit shall not have expired or been cancelled or collateralized with Cash, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of 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. Each Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized with cash, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 100 have against CompanyCompany with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Termination DateGuaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized with cash, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including Obligations, including, without limitation, any such right of contribution under as contemplated by Section 7.2(b))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 Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Company, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guaranteed Obligations shall not have occurredbeen finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of 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. Each Guarantor hereby waivesagrees to postpone the right to exercise at any time prior to the Payment in Full of the Secured Obligations (the date of such payment and performance, until the “Termination Date, ”) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the other Credit Parties or any of its their assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 Company, the other Credit Parties; (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Company, the Borrower; and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution under Section 7.2(b2.2(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 postponement 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 Company the primary obligor of such Guaranteed Obligations or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companythe primary obligor of such Guaranteed Obligations, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when a Payment in Full of the Termination Date Secured Obligations shall not have occurred, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries the Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Subordination of ----------------------------------------------------------------------- Other Obligations. Until the Guarantied Obligations shall have been paid in ----------------- full, the Commitments shall have terminated and all Lender Letters of Credit shall have expired or been cancelled, no Guarantor hereby waives, until the Termination Date, shall exercise any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (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 Company, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution 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 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 Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest any Beneficiary Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right any Beneficiary Guarantied Party or the other Beneficiaries may have against such other guarantor. If Any indebtedness of Company now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to any a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time referred to in the preceding paragraph when the Termination Date shall all Guarantied Obligations have not have occurredbeen paid in full, such amount shall be held in trust for Administrative Agent Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent Guarantied Party for the benefit of 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. Each Until the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower or any other Guarantor or any of its assets in connection herewith with this 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 7.02), in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 Companythe Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Companythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Termination DateGuaranteed Obligations shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (Obligations, including any such right of contribution under as contemplated by Section 7.2(b))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 Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Companythe Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guaranteed Obligations shall not have occurredbeen finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of 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. Each Guarantor hereby waives, until waives the right to exercise at any time prior to the Termination Date, Date any claim, right or remedy, Exhibit C-1 EXHIBIT C-1-9 direct or indirect, that such Guarantor now has or may hereafter have against Company any Loan Party or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 Company, any Loan Party; (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Company, any Loan Party; and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination Date, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution under Section 7.2(b2.2(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 Company any Loan Party or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companyany Loan Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when prior to the Termination Date shall not have occurredDate, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries the Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all applicable Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company any applicable Borrower or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 Companyany applicable Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companyany applicable Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination DateGuaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all applicable 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 guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution under as contemplated by Section 7.2(b)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 Company any applicable Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companyany applicable Borrower, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all applicable Guaranteed Obligations shall not have occurredbeen finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries the Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Until the Obligations shall have been indefeasibly paid in full in cash and the Commitments shall have terminated, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower or any other Guarantor or any of its assets in connection herewith with 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 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 Companythe Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Guaranteed Party now has or may hereafter have against Company, 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 BeneficiaryGuaranteed Party. In addition, until the Termination DateObligations shall have been indefeasibly paid in full in cash and the Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (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 Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantorGuarantor, shall be junior and subordinate to any rights any Beneficiary Guaranteed Party may have against Companythe Borrower or any other Credit Party, to all right, title and interest any Beneficiary Guaranteed Party may have in any such collateral or security, and to any right any Beneficiary Guaranteed Party may have against such other guarantorGuarantor. 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 the Termination Date all Obligations shall not have occurredbeen indefeasibly paid in full 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 Beneficiaries the Guaranteed Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of 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. Each Until the Full Payment of the Guaranteed Obligations (other than Remaining Obligations), each Guarantor hereby waives, until the Termination Date, agrees not to exercise any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company Borrower or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case case, whether such claim, right or remedy arises in equity, under contract, by statute 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 Companyany other Obligor with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companyany other Obligor, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until Full Payment of the Termination DateGuaranteed Obligations (other than Remaining Obligations), each Guarantor shall shall, to the extent permitted under applicable law, withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (Obligations, including any such right of contribution under as contemplated by Section 7.2(b))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 Company Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companyany Obligor, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date Full Payment of all Guaranteed Obligations (other than Remaining Obligations) shall not have occurred, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries Secured Parties and shall forthwith be paid over to Administrative Agent for the benefit on behalf of Beneficiaries Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, Obligations then due in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. SUBORDINATION OF OTHER OBLIGATIONS. Each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower, any other Guarantor, any other Subsidiary of Borrower or any of its their respective assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Companythe Borrower, any other Guarantor or any other Subsidiary of the Borrower, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Companythe Borrower, any other Guarantor or any other Subsidiary of the Borrower and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Termination DateGuarantied Obligations shall have been paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including of any other Guarantor) of the Guaranteed Obligations (including any such right of contribution under Section 7.2(b))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 Company the Borrower, any other Guarantor or any other Subsidiary of the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary the Guarantied Party or the other Beneficiaries may have against Companythe Borrower, any other Guarantor or any other Subsidiary of the Borrower, to all right, title and interest any Beneficiary the Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right any Beneficiary the Guarantied Party or the other Beneficiaries may have against such other guarantor. If Any indebtedness of the Borrower, any other Guarantor or any other Subsidiary of the Borrower now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of the Borrower, any other Guarantor or any other Subsidiary of the Borrower 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 the Termination Date shall all Guarantied Obligations have not have occurredbeen paid in full, such amount shall be held in trust for Administrative Agent the Guarantied Party on behalf of the Beneficiaries and shall forthwith be paid over to Administrative Agent the Guarantied Party for the benefit of the Beneficiaries to be credited and applied against the Guaranteed Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Each Until the Obligations shall have been indefeasibly paid in full in Cash and the Commitments shall have terminated, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower or any other Guarantor or any of its assets in connection herewith with 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 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 Companythe Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any BeneficiarySecured Party. In addition, until the Termination DateObligations shall have been indefeasibly paid in full in 101 Cash and the Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (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 Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companythe Borrower or any other Credit Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification indemnity or contribution rights at any time when the Termination Date all Obligations shall not have occurredbeen indefeasibly paid in full 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 Beneficiaries the Secured Parties, and shall forthwith be paid over to the Administrative Agent Agent, for the benefit of 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. Each Until the Obligations shall have been paid in full in Cash, the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor Subsidiary hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor Subsidiary now has or may hereafter have against Company the Borrower or any other Guarantor Subsidiary or any of its assets in connection herewith with its Obligations Guarantee or the performance by such Guarantor Subsidiary of its obligations hereunderthereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor Subsidiary now has or may hereafter have against Companythe Borrower with respect to the Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination DateObligations shall have been paid in full in Cash, the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor Subsidiary shall withhold exercise of any right of contribution such Guarantor Subsidiary may have against any other guarantor (including any other GuarantorGuarantor Subsidiary) of the Guaranteed Obligations (Obligations, including any such right of contribution under as contemplated by Section 7.2(b))7.2. Each Guarantor Subsidiary 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 Subsidiary may have against Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor Subsidiary may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companythe Borrower or any other Credit Party, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor Subsidiary on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Obligations shall not have occurredbeen paid in full in Cash, all Revolving Commitments not having terminated and all Letters of Credit not having expired or been cancelled, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries Secured parties and shall forthwith be paid over to the Administrative Agent for the benefit of 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. Each Until the Guaranteed Obligations shall have been paid in full, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 Companythe Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination DateGuaranteed Obligations shall have been paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including Obligations, including, without limitation, any such right of contribution under as contemplated by Section 7.2(b))7.3. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Companythe Borrower, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantorguarantor (including any Guarantor). If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guaranteed Obligations shall not have occurredbeen paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of 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. Each Until the Guaranteed Obligations shall have been paid in full (other than contingent and indemnification obligations for which no claim has been asserted) in cash, each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company the Borrower or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute statute, under common law or otherwise and 175 KE 103372065 including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Companythe Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Lender now has or may hereafter have against Companythe 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 BeneficiaryLender. In addition, until the Termination DateGuaranteed Obligations shall have been paid in full (other than contingent and indemnification obligations for which no claim has been asserted) in cash, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (Obligations, including any such right of contribution under as contemplated by Section 7.2(b))8.2. 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 Company the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Lender may have against Companythe Borrower, to all right, title and interest any Beneficiary a Lender may have in any such collateral or security, and to any right the Administrative Agent or any Beneficiary Lender may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guaranteed Obligations shall not have occurredbeen finally and paid in full (other than contingent and indemnification obligations for which no claim has been asserted) in cash, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of 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. Each Until the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized in accordance with Section 2.5(n), each Guarantor hereby waives, until the Termination Date, waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in connection herewith with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute 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 CompanyCompany with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any BeneficiarySecured Party. In addition, until the Termination DateGuaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized in accordance with Section 2.5(n), each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including Obligations, including, without limitation, any such right of contribution under as contemplated by Section 7.2(b))7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, 140 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 Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary Secured Party may have against Company, to all right, title and interest any Beneficiary Secured Party may have in any such collateral or security, and to any right any Beneficiary Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when the Termination Date all Guaranteed Obligations shall not have occurredbeen finally paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries the Secured Parties and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries the Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.