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

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in cash and the Term 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 guarantor (including any other Guarantor) of the Obligations or any of its assets in connection with its Obligations Guarantee or the performance by such guarantor of its obligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnity that such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations 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 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, 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity or contribution rights at any time when all Obligations shall not have been 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, for the benefit of the Secured Parties, and shall forthwith be paid over to the Administrative Agent, for the benefit of Secured Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term Loan Commitments shall have terminated and all Letters of Credit shall have expired or been 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 guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee or the performance by such guarantor Guarantor of its obligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnity that such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, Borrower and (c) any benefit of, and any right to participate in, any 155 1095171012\7\AMERICAS collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term Loan Commitments shall have terminated and all Letters of Credit shall have expired or been 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 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, 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantorGuarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower, Borrower or any other Credit Party or Alon AssetsParty, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantorGuarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity or contribution rights at any time when all Obligations shall not have been indefeasibly paid in full in cash and Cash, all Term Loan Commitments not having terminated and all Letters of Credit not having expired or been terminated, such amount shall be held in trust for the Administrative Agent, for the benefit of the Secured Parties, and shall forthwith be paid over to the Administrative Agent, for the benefit of Secured Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the ---------------------------------------------------- Guarantied Obligations shall have been indefeasibly paid in full in cash and the Term Loan Facility A 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 the Borrower or any other guarantor (including any other Guarantor) of the Obligations Medis or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor the Company of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor the Company now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a)Medis, (bii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Agent or any Bank now has or may hereafter have against the BorrowerMedis, and (ciii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Agent or for the benefit of any Secured Party. In additionBank, until the Obligations shall have been indefeasibly paid in full in cash and the Term 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 guarantor of the Guarantied Obligations (including any other Guarantor) of the Obligations, including without limitation any such right of contribution under California Civil Code Section 7.2(b2848). Each Guarantor The Company further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity 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 indemnity such Guarantor indemnification the Company may have against the Borrower Medis or against any collateral or security, and any rights of contribution such Guarantor the Company may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Agent or any Bank may have against the Borrower, any other Credit Party or Alon AssetsMedis, to all right, title and interest any Secured Party Agent or any Bank may have in any such collateral or security, and to any right any Secured Party Agent or any Bank may have against such other guarantor. Each Agent, on behalf of Banks, 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 on account of any such subrogation, reimbursement, indemnity reimbursement or contribution indemnification rights at any time when all Guarantied Obligations shall not have been indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, Banks and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, the Banks to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term Loan Revolving Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee or the performance by such guarantor Guarantor of its obligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnity indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term Loan Revolving 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 guarantor (including any other Guarantor) of the 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, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower, Borrower or any other Credit Party or Alon AssetsParty, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Obligations shall not have been indefeasibly finally and paid in full in cash and Cash, all Term Loan Revolving Commitments not having terminatedterminated and all Letters of Credit not having expired or been cancelled, such amount shall be held in trust for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, parties and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Parties to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term Loan Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee or the performance by such guarantor Guarantor of its obligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise otherwise, and including (a) any right of subrogation, reimbursement or indemnity that such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, Borrower and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term Loan Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold forego exercise of any right of contribution such Guarantor may have against any other guarantor of the Obligations (including any other Guarantor) of the Obligations), including any such right of contribution under Section 7.2(b). Each Guarantor further agrees that, to the extent the waiver or agreement to withhold forego the exercise of its rights of subrogation, reimbursement, 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower, Borrower or any other Credit Party or Alon Assetsguarantor, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity or contribution rights at any time when all Obligations shall not have been indefeasibly paid in full in cash and Cash, all Term Loan Commitments not having terminatedterminated and all Letters of Credit not having expired or been cancelled, such amount shall be held in trust for the General Administrative Agent, for the benefit of the Secured Parties, and shall forthwith be paid over to the General Administrative Agent, for the benefit of Secured Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Subordination of Other Obligations. Until the Guarantied Obligations shall have ---------------------------------- been indefeasibly paid in full in cash and full, the Term Loan Commitments shall have terminatedterminated and all Lender Letters of Credit shall have expired or been cancelled, each no Guarantor hereby waives shall exercise any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Company, FinServ or any other guarantor (including any other Guarantor) of the Obligations or any of its their respective assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a)Company or FinServ, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerCompany or FinServ, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations 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 Obligations, including any such right of contribution under Section 7.2(b)Beneficiary. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower Company or FinServ 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 Secured Guarantied Party or the other Beneficiaries may have against the Borrower, any other Credit Party Company or Alon AssetsFinServ, to all right, title and interest any Secured Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right any Secured Guarantied Party or the other Beneficiaries may have against such other guarantor. If Any indebtedness of Company or FinServ now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company or FinServ 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, indemnity indemnification or contribution rights at any time referred to in the preceding paragraph when all Guarantied Obligations shall have not have been indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit 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 Secured Parties, Beneficiaries to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the earlier to occur of (i) such time that Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan Commitments shall have terminatedterminated or (ii) the Guaranty Fall-Away 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 guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) PARENT GUARANTY (US$1,100,000,000 CREDIT AGREEMENT) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured PartyBeneficiary. In addition, until the earlier to occur of (i) such time that the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan Commitments shall have terminatedterminated or (ii) the Guaranty Fall-Away 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 including, without limitation, any such right of contribution under as contemplated by Section 7.2(b)2.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit Guaranteed Party on behalf of the Secured Parties, Beneficiaries and shall forthwith be paid over to the Administrative Agent, Guaranteed Party for the benefit of Secured Parties, the Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan all Commitments shall have terminatedbeen terminated or expired, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against 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 Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan all Commitments shall have terminatedbeen terminated or expired, 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, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity or contribution rights at any time when all Obligations shall not have been 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, for the benefit of the Secured Parties, and shall forthwith be paid over to the Administrative Agent, for the benefit of Secured Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.such

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Revolving Commitments and Delayed Draw Term Loan Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower Company or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the Borrower Company with respect to the Guaranteed Obligations, including any such right of indemnity under Section 7.2(a), (b) 137 any right to enforce, or to participate in, any claim, right or remedy that any Secured Party Beneficiary now has or may hereafter have against the BorrowerCompany, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Revolving Commitments and Delayed Draw Term 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 guarantor (including any other Guarantor) of the Guaranteed Obligations, including 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, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, any other Credit Party or Alon AssetsCompany, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, Beneficiaries and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid Paid in full in cash and the Term 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 Company or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the Borrower any other Credit Party 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 71 WEIL:\96958663\10\71605.0155 remedy that any Secured Party Beneficiary now has or may hereafter have against the Borrowerany other Credit Party, 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 PartyBeneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid Paid in full in cash and the Term Loan Commitments shall have terminatedFull, 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)7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, any other Credit Party or Alon AssetsParty, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been indefeasibly paid Paid in full in cash and all Term Loan Commitments not having terminatedFull, such amount shall be held in trust for the Administrative Agent, Agent for the benefit of the Secured Parties, Beneficiaries and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term 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 the any Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the any 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 Beneficiary now has or may hereafter have against the any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan Revolving 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, 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, indemnity 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 indemnity indemnification such Guarantor may have against the any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the any Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, Beneficiaries and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in cash and the Term Loan Commitments shall have terminated, each 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 the Borrower or any other guarantor (including any other Guarantor) of the Obligations or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a)Borrower, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations shall have been indefeasibly paid in full in cash and the Term Loan Commitments shall have terminatedTermination 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 Obligations, 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, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Guarantied Obligations shall not have been indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, Parties and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Parties to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the applicable Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan Revolving Commitments shall have terminatedterminated and all Letters of Credit shall have expired (without any pending drawing) or been cancelled, each Guarantor hereby waives waives, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the applicable 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 Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured PartyBeneficiary. In addition, until the applicable Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan Revolving Commitments shall have terminatedterminated and all Letters of Credit shall have expired (without any pending drawing) 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 applicable Guaranteed 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, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all applicable Guaranteed Obligations shall not have been finally and indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust and as agent for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, Beneficiaries and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Beneficiaries to be credited and applied against the applicable Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan Revolving Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives waives, to the extent permitted by Applicable Law, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against 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 Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full in cash and the Term Loan Revolving 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 guarantor (including any other Guarantor) of the Guaranteed Obligations, CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 including any such right of contribution under Section 7.2(b)as contemplated by the Contribution Agreement. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity 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 indemnity indemnification such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, Beneficiaries and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term Loan Commitments shall ​ 212 ​ have terminatedterminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee or the performance by such guarantor Guarantor of its obligations thereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnity that such Guarantor now has or may hereafter have against the Borrower with respect to the Obligations, including any such right of indemnity under Section 7.2(a), (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured Party. In addition, until the Obligations shall have been indefeasibly paid in full in cash and Cash, the Term 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 guarantor (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, 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 indemnity such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against the Borrower, Borrower or any other Credit Party or Alon AssetsParty, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity or contribution rights at any time when all Obligations shall not have been indefeasibly paid in full in cash and Cash, all Term Loan Commitments not having terminatedterminated and all Letters of Credit not having expired or been cancelled, such amount shall be held in trust for the Administrative Agent, for the benefit of the Secured Parties, and shall forthwith be paid over to the Administrative Agent, for the benefit of Secured Parties, to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than Remaining Obligations) shall have been indefeasibly paid in full in cash and the Term Loan Revolving Credit Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled or Cash Collateralized, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the anythe Borrower or any other guarantor (including any other Guarantor) of the Obligations Guarantor or any of its assets in connection with its Obligations Guarantee this Guaranty or the performance by such guarantor Guarantor of its obligations thereunderhereunder, 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 indemnity indemnification that such Guarantor now has or may hereafter have against the anythe 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 Beneficiary now has or may hereafter have against the anythe Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by or for the benefit of any Secured PartyBeneficiary. In addition, until the Guaranteed Obligations (other than Remaining Obligations) shall have been indefeasibly paid in full in cash and the Term Loan Revolving Credit Commitments shall have terminatedterminated and all Letters of Credit shall have expired or been cancelled or Cash Collateralized, 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)7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnity 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 indemnity indemnification such Guarantor may have against the anythe Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party Beneficiary may have against the anythe Borrower, any other Credit Party or Alon Assets, to all right, title and interest any Secured Party Beneficiary may have in any such collateral or security, and to any right any Secured Party Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnity indemnification or contribution rights at any time when all Guaranteed Obligations (other than Remaining Obligations) shall not have been indefeasibly finally and paid in full in cash and all Term Loan Commitments not having terminatedfull, such amount shall be held in trust for the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, Beneficiaries and shall forthwith be paid over to the Administrative Agent, Agent for the benefit of Secured Parties, Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.