Common use of No Subrogation, Contribution, Reimbursement or Indemnity Clause in Contracts

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (together, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") hereby irrevocably waives all rights which may have arisen in connection with its Guarantee to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank against the Company or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") for the payment of the Obligations. Each Guaranteeing Party hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties or any other Person which may have arisen in connection with its Guarantee. So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party to the Guaranteeing Party on account of any of the rights waived in this subsection, such amount shall be held by such Guaranteeing Party in trust, segregated from other funds of such Guaranteeing Party, and shall, forthwith upon receipt by such Guaranteeing Party, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party (duly endorsed by such Guaranteeing Party to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or Parties, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties shall survive the payment in full of the Obligations of its Guaranteed Party or Parties.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and this Section 13, the Company Guarantee (together, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") hereby irrevocably waives all rights which may have arisen in connection with its Guarantee shall not be entitled to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative any Agent or any Bank Lender against the Company any Subsidiary Borrower or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Guarantor or any collateral security or guarantee or right of offset held by any Agent or any Lender for the payment of the Subsidiary Borrower Obligations. Each Guaranteeing Party hereby further irrevocably waives all contractual, common law, statutory nor shall the Company seek or other rights of reimbursement, contribution, exoneration be entitled to seek any contribution or indemnity (or reimbursement from any similar right) from or against any Guaranteed Party or Parties Subsidiary Borrower or any other Person which may have arisen Guarantor in connection with its Guaranteerespect of payments made by the Company hereunder, until all amounts owing to the Agents and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Borrower Obligations are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding. So long as the Obligations remain outstanding, if If any amount shall be paid by or on behalf of any Guaranteed Party to the Guaranteeing Party Company on account of such subrogation rights at any time when all of the rights waived Subsidiary Borrower Obligations shall not have been paid in this subsectionfull, the Commitments shall not have been terminated or any Letter of Credit is outstanding, such amount shall be held by such Guaranteeing Party the Company in trusttrust for the Agents and the Lenders, segregated from other funds of such Guaranteeing Partythe Company, and shall, forthwith upon receipt by such Guaranteeing Partythe Company, be turned over to the Administrative Agent Agent, for the benefit of the Lenders, in the exact form received by such Guaranteeing Party the Company (duly endorsed indorsed by such Guaranteeing Party the Company to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesSubsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each shall survive the termination of the Guaranteeing Parties shall survive guarantee contained in this Section 13 and the payment in full of the Subsidiary Borrower Obligations and the termination of its Guaranteed Party or Partiesthe Commitments.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (togetherthis Guarantee, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantor hereby irrevocably waives all rights which may have arisen in connection with its this Guarantee to be subrogated to any of the rights (whether contractual, under Title 11 of the Bankruptcy United States Code, including Section 509 thereof, under common law or otherwise) of the Administrative Managing Facility Agent or any Bank and the Purchasers against the Company or any other Borrowers (togetherSeller, the "Guaranteed Parties", each a "Guaranteed Party") for Servicer or RAC or against any right of offset of the payment of Managing Facility Agent and the Purchasers with respect to the Obligations. Each Guaranteeing Party The Guarantor hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Seller, the Servicer, RAC or any other Person which may have arisen in connection with its this Guarantee. So long as the any Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party the Seller, the Servicer or RAC to the Guaranteeing Party Guarantor on account of any of the rights waived in this subsectionparagraph, such amount shall be held by such Guaranteeing Party the Guarantor in trust, segregated from other funds of such Guaranteeing Partythe Guarantor, and shall, forthwith upon receipt by such Guaranteeing Party, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Guarantor (duly endorsed by such Guaranteeing Party the Guarantor to the Administrative Managing Facility Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Managing Facility Agent may determine. The provisions of this subsection as they apply to each paragraph shall survive the termination of the Guaranteeing Parties Purchase Agreement and the Repurchase Agreement and the payment in full of the Obligations; provided that the foregoing waiver shall survive be of no force and effect 370 days following the termination of the Purchase Agreement and the Repurchase Agreement and the payment in full of the Obligations but only if during such 370-day period none of its Guaranteed Party the Seller, the Servicer, RAC or Partiesthe Guarantor shall have commenced or have commenced against it a bankruptcy proceeding under Title 11 of the United States Code.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in this Guaranty Agreement, until the Parent Guarantee and the Company Guarantee Obligations (together, the "Guarantees"other than inchoate Obligations) have been paid, each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantor hereby irrevocably waives all agrees not to assert any rights which may have arisen in connection with its Guarantee the guarantees contained in this Guaranty Agreement to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable Law), including Section 509 thereof, under any other Bankruptcy Law, under common law or otherwise) of the Administrative Agent or and any Bank of the Creditors against the Company Borrower or against Administrative Agent and any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Creditor for the payment of the Obligations; provided, however, that each Guarantor shall be entitled to make any filings or take other actions as such Guarantor may reasonably deem necessary to preserve any claims it may have against the Borrower. Each Guaranteeing Party Guarantor, until the Obligations (other than inchoate Obligations) have been paid, hereby further irrevocably waives all agrees not to assert any contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Borrower or any other Person which may have arisen in connection with its Guaranteethe guarantees contained in this Guaranty Agreement. So long as the Obligations remain outstanding, if If any amount shall be paid by or on behalf of the Borrower to any Guaranteed Party to the Guaranteeing Party Guarantor on account of any of the rights waived postponed in this subsectionSection 6, such amount shall be held by such Guaranteeing Party Guarantor in trust, segregated from other funds of such Guaranteeing PartyGuarantor, and shall, forthwith upon receipt by such Guaranteeing PartyGuarantor, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Guarantor (duly endorsed indorsed by such Guaranteeing Party Guarantor to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, as provided in such order as the Administrative Agent may determineCredit Agreement. The provisions of this subsection as they apply to each of the Guaranteeing Parties Section 6 shall survive the payment in full termination of the Obligations of its Guaranteed Party or Partiesguarantees contained in this Guaranty Agreement.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (together, the "Guarantees"this Section 10, each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantor hereby irrevocably waives all rights which may have arisen in connection with its Guarantee the guarantee contained in this Section 10 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lender against the Company Related Guaranteed Party of such Guarantor or against the Administrative Agent or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Lender for the payment of its Related Guaranteed Obligations, nor shall any of the Obligations. Each Guaranteeing Party hereby further irrevocably waives Guarantors seek or be entitled to seek any contribution or reimbursement from any of its Related Guaranteed Parties in respect of payments made by such Guarantor hereunder, until all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties or amounts owing to the Administrative Agent and the Lenders hereunder and under any other Person which may Loan Document shall have arisen been paid in connection with its Guaranteefull, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. So long as the Obligations remain outstanding, if If any amount shall be paid by or on behalf of any Guaranteed Party to the Guaranteeing Party a Guarantor on account of such subrogation rights at any time when all amounts owing to the Administrative Agent and the Lenders hereunder and under any other Loan Document shall not have been paid in full, any Letter of Credit shall be outstanding and the rights waived in this subsectionCommitments shall not have been terminated, such amount shall be held by such Guaranteeing Party Guarantor in trusttrust for the Administrative Agent and the relevant Lenders, segregated from other funds of such Guaranteeing PartyGuarantor, and shall, forthwith upon receipt by such Guaranteeing PartyGuarantor, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Guarantor (duly endorsed indorsed by such Guaranteeing Party Guarantor to the Administrative Agent, if required), to be held as collateral security for and/or then applied against the Obligations of such Guarantor's Related Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each Section 10.2 shall survive the term of the Guaranteeing Parties shall survive guarantee contained in this Section 10 and the payment in full of the Obligations and the termination of its Guaranteed Party or Partiesthe Commitments.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (together, the "Guarantees"this Section 9, each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Borrower hereby irrevocably waives all rights rights, if any, which may have arisen hereafter arise in connection with its Guarantee favor of one Borrower for contribution from the other Borrower in respect of the payment of any Obligation hereunder to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lender against either Borrower or against the Company Administrative Agent or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Lender for the payment of the Obligations, until the Obligations shall have been paid in full. Each Guaranteeing Party Borrower hereby further irrevocably waives all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the other Borrower or any other Person which may have arisen in connection with its Guaranteethe payment by such Borrower of any of the Obligations, until the Obligations shall have been paid in full. So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party a Borrower to the Guaranteeing Party other Borrower on account of any of the rights waived in this subsectionSection 9.2, such amount shall be held by the Borrower receiving such Guaranteeing Party payment in trust, segregated from other funds of such Guaranteeing PartyBorrower, and shall, forthwith upon such receipt by such Guaranteeing Party, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party (duly endorsed indorsed by such Guaranteeing Party the recipient to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties Section 9.2 shall survive the term of this Agreement and the payment in full of the Obligations of its Guaranteed Party or PartiesObligations.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee this Section 11 and the Company Guarantee (togetherthis Agreement, the "Guarantees", each a "Guarantee")Company, the Parent Borrowers and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") WQD hereby irrevocably waives waive all rights which may have arisen in connection with its Guarantee the guarantees made pursuant to this Section 11 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank of the Lenders against the Company or any other Borrowers (togetherCompany, the "Guaranteed Parties", each a "Guaranteed Party") Borrowers or WQD or against any collateral security or guaranty or right of offset held by the Agent for the payment of the Obligations. Each Guaranteeing Party The Company, the Borrowers and WQD hereby further irrevocably waives waive all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar -101- 107 right) from or against any Guaranteed Party the Company, the Borrowers or Parties or any other Person WQD which may have arisen in connection with its Guaranteethe guarantees made pursuant to this Section 11. So long as the Obligations remain outstandingremain, if any amount shall be paid by or on behalf of the Company, any Guaranteed Party Borrower or WQD to the Guaranteeing Party any of them on account of any of the rights waived in this subsectionparagraph, such amount shall be held by such Guaranteeing Party Person in trust, segregated from other funds of such Guaranteeing PartyPerson, and shall, forthwith upon receipt by such Guaranteeing Partyreceipt, be turned over to the Administrative Agent in the exact form received (duly indorsed by such Guaranteeing Party (duly endorsed by such Guaranteeing Party Person to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties paragraph shall survive the term of this Agreement and the payment in full of the Obligations of its Guaranteed Party or PartiesObligations.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (togetherthis Section 10, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Holdings hereby irrevocably waives all rights which that may have arisen in connection with its Guarantee the guarantee contained in this Section 10 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lender against the Company Borrower or against the Administrative Agent or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Lender for the payment of the Obligations, until the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. Each Guaranteeing Party Holdings hereby further irrevocably waives all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Borrower or any other Person which that may have arisen in connection with its Guaranteethe guarantee contained in this Section 10, until the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party the Borrower to the Guaranteeing Party Holdings on account of any of the rights waived in this subsectionSection 10.2, such amount shall be held by such Guaranteeing Party Holdings in trust, segregated from other funds of such Guaranteeing PartyHoldings, and shall, forthwith upon receipt by such Guaranteeing PartyHoldings, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Holdings (duly endorsed indorsed by such Guaranteeing Party Holdings to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each Section 10.2 shall survive the term of the Guaranteeing Parties shall survive guarantee contained in this Section 10 and the payment in full of the Obligations and the termination of its Guaranteed Party or Partiesthe Commitments.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the this Section 11, no Parent Guarantee and the Company Guarantee (together, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") hereby irrevocably waives all rights which may have arisen in connection with its Guarantee Borrower shall be entitled to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lender against the Company any Subsidiary Borrower or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Guarantor or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations. Each Guaranteeing Party hereby further irrevocably waives all contractual, common law, statutory nor shall any Parent Borrower seek or other rights of reimbursement, contribution, exoneration be entitled to seek any contribution or indemnity (or reimbursement from any similar right) from or against any Guaranteed Party or Parties Subsidiary Borrower or any other Person which may have arisen Guarantor in connection with its Guarantee. So long as respect of payments made by such Parent Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Obligations remain are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding, if . If any amount shall be paid by or on behalf of to any Guaranteed Party to the Guaranteeing Party Parent Borrower on account of such subrogation rights at any time when all of the rights waived Obligations shall not have been paid in this subsectionfull, the Commitments shall not have been terminated or any Letter of Credit is outstanding, such amount shall be held by such Guaranteeing Party Parent Borrower in trusttrust for the Administrative Agent and the Lenders, segregated from other funds of such Guaranteeing PartyParent Borrower, and shall, forthwith upon receipt by such Guaranteeing PartyParent Borrower, be turned over to the Administrative Agent Agent, for the benefit of the Lenders, in the exact form received by such Guaranteeing Party Parent Borrower (duly endorsed indorsed by such Guaranteeing Party Parent Borrower to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each shall survive the termination of the Guaranteeing Parties shall survive guarantee contained in this Section 11 and the payment in full of the Obligations and the termination of its Guaranteed Party or Partiesthe Commitments.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (togetherthis Section 12, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Chrysler hereby irrevocably waives (a) all rights which may have arisen in connection with its Guarantee the guarantee contained in this Section 12 to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative either Agent or any Bank against the Company any Subsidiary Borrower or against either Agent or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Bank for the payment of the Obligations. Each Guaranteeing Party hereby further irrevocably waives Subsidiary Borrower Obligations and (b) all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties Subsidiary Borrower or any other Person which may have arisen in connection with its Guaranteethe guarantee of the Subsidiary Borrower Obligations contained in this Section 12, in each case until all Subsidiary Borrower Obligations of such Subsidiary Borrower have been paid in full. So long as the Subsidiary Borrower Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party Subsidiary Borrower or any other Person to the Guaranteeing Party Chrysler on account of any of the rights waived in this subsectionsubsection 12.2, such amount shall be held by such Guaranteeing Party Chrysler in trust, segregated from other funds of such Guaranteeing PartyChrysler, and shall, forthwith upon receipt by such Guaranteeing PartyChrysler, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Chrysler (duly endorsed indorsed by such Guaranteeing Party Chrysler to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesSubsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each 12.2 shall survive the term of the Guaranteeing Parties shall survive guarantee contained in this Section 12 and the payment in full of the Subsidiary Borrower Obligations and the termination of its Guaranteed Party or Partiesthe Commitments.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Grace New York Guarantee and the Company Guarantee (together, the "Guarantees", each a "Guarantee"), the Parent each of Grace New York and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") hereby irrevocably waives all rights which may have arisen in connection with its Guarantee to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank against the Company or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") for the payment of the Obligations. Each Guaranteeing Party hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties or any other Person which may have arisen in connection with its Guarantee. So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party to the Guaranteeing Party on account of any of the rights waived in this subsection, such amount shall be held by such Guaranteeing Party in trust, segregated from other funds of such Guaranteeing Party, and shall, forthwith upon receipt by such Guaranteeing Party, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party (duly endorsed by such Guaranteeing Party to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or Parties, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties shall survive the payment in full of the Obligations of its Guaranteed Party or Parties.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the this Section 10, Parent Guarantee and the Company Guarantee (together, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") hereby irrevocably waives all rights which that may have arisen in connection with its Guarantee the guarantee contained in this Section 10 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lender against the Company Borrower or against the Administrative Agent or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Lender for the payment of the Obligations, until the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. Each Guaranteeing Party Parent hereby further irrevocably waives all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Borrower or any other Person which that may have arisen in connection with its Guaranteethe guarantee contained in this Section 10, until the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party the Borrower to the Guaranteeing Party Parent on account of any of the rights waived in this subsectionSection 10.2, such amount shall be held by such Guaranteeing Party Parent in trust, segregated from other funds of such Guaranteeing PartyParent, and shall, forthwith upon receipt by such Guaranteeing PartyParent, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Parent (duly endorsed indorsed by such Guaranteeing Party Parent to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each Section 10.2 shall survive the term of the Guaranteeing Parties shall survive guarantee contained in this Section 10 and the payment in full of the Obligations and the termination of its Guaranteed Party or Partiesthe Commitments.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (together, the "Guarantees"this Guaranty Agreement, each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantor Form of Guaranty hereby irrevocably waives all rights which may have arisen in connection with its Guarantee the guarantees contained in this Guaranty Agreement to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of any of the Administrative Agent or any Bank Guarantied Parties against the Company Borrower or against any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Guarantied Party for the payment of the ObligationsObligations until the date which is 91 days after the Guaranty Termination Date. Each Guaranteeing Party Guarantor hereby further irrevocably waives all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Borrower or any other Person which may have arisen in connection with its Guaranteethe guarantees contained in this Guaranty Agreement until the date which is 91 days after the Guaranty Termination Date. So long as Until the Obligations remain outstandingdate which is 91 days after the Guaranty Termination Date, if any amount shall be paid by or on behalf of the Borrower to any Guaranteed Party to the Guaranteeing Party Guarantor on account of any of the rights waived in this subsectionSection 6, such amount shall be held by the such Guaranteeing Party Guarantor in trust, segregated from other funds of such Guaranteeing PartyGuarantor, and shall, forthwith upon receipt by such Guaranteeing PartyGuarantor, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Guarantor (duly endorsed indorsed by such Guaranteeing Party Guarantor to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties Section 6 shall survive the payment in full term of the Obligations of its Guaranteed Party or Partiesguarantees contained in this Guaranty Agreement.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and this Section 10, the Company Guarantee (together, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") hereby irrevocably waives all rights which may have arisen in connection with its Guarantee shall not be entitled to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative any Agent or any Bank Lender against the Company any Subsidiary Borrower or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Subsidiary Guarantor or any collateral security or guarantee or right of offset held by any Agent or any Lender for the payment of the Subsidiary Borrower Obligations. Each Guaranteeing Party hereby further irrevocably waives all contractual, common law, statutory nor shall the Company seek or other rights of reimbursement, contribution, exoneration be entitled to seek any contribution or indemnity (or reimbursement from any similar right) from or against any Guaranteed Party or Parties Subsidiary Borrower or any other Person which may have arisen Subsidiary Guarantor in connection with its Guaranteerespect of payments made by the Company hereunder, until all amounts owing to the Agents and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Borrower Obligations are paid in full, the Revolving Commitments are terminated and no Letter of Credit remains outstanding. So long as the Obligations remain outstanding, if If any amount shall be paid by or on behalf of any Guaranteed Party to the Guaranteeing Party Company on account of such subrogation rights at any time when all of the rights waived Subsidiary Borrower Obligations shall not have been paid in this subsectionfull, the Revolving Commitments shall not have been terminated or any Letter of Credit is outstanding, such amount shall be held by such Guaranteeing Party the Company in trusttrust for the Agents and the Lenders, segregated from other funds of such Guaranteeing Partythe Company, and shall, forthwith upon receipt by such Guaranteeing Partythe Company, be turned over to the Administrative Agent Agent, for the benefit of the Lenders, in the exact form received by such Guaranteeing Party the Company (duly endorsed indorsed by such Guaranteeing Party the 94 Company to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesSubsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each section shall survive the termination of the Guaranteeing Parties shall survive guarantee contained in this Section 10 and the payment in full of the Subsidiary Borrower Obligations and the termination of its Guaranteed Party the Revolving Commitments. Until all the Obligations shall have been paid in full (by a Subsidiary Guarantor or Partiesotherwise), each Subsidiary Guarantor hereby also waives any right or remedy which such Subsidiary Guarantor would then have or thereafter acquire, by way of subrogation or otherwise, as to any collateral or security for the Obligations if such collateral or security at any time secures any other obligations to any of the Lenders or any Lender Affiliate.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in this Agreement, so long as the Parent Guarantee and the Company Guarantee (togetherPayment Obligations are not Fully Satisfied, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantor hereby irrevocably waives all rights which may have arisen in connection with its Guarantee agrees not to assert or enforce any right to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lenders against the Company or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") for the payment of the Company Obligations. Each Guaranteeing Party The Guarantor hereby further irrevocably waives all agrees that so long as the Payment Obligations are not Fully Satisfied, it will not assert or enforce any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Company or any other Person which may have arisen in connection with its Guaranteethis Section 9. So long as the Payment Obligations remain outstandingare not Fully Satisfied, if any amount shall be paid by or on behalf of any Guaranteed Party the Company to the Guaranteeing Party Guarantor on account of any of the rights waived in this subsectionSection 9.3, such amount shall be held by such Guaranteeing Party the Guarantor in trusttrust for the Lenders, segregated from other funds of such Guaranteeing Partythe Guarantor, and shall, forthwith upon receipt by such Guaranteeing Partythe Guarantor, be turned over to the Administrative Agent Lenders in the exact form received by such Guaranteeing Party the Guarantor (duly endorsed by such Guaranteeing Party the Guarantor to the Administrative AgentLenders, if required), to be applied against the Obligations of such Guaranteed Party or PartiesCompany Obligations, whether matured or unmatured, in such order as the Administrative Agent Lenders may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties shall survive the payment in full of the Obligations of its Guaranteed Party or Parties.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (together, the "Guarantees"this Guaranty Agreement, each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantor hereby irrevocably waives all rights which may have arisen in connection with its Guarantee the guarantees contained in this Guaranty Agreement to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under any other Debtor Relief Law, under common law or otherwise) of Collateral Agent and any of the Administrative Agent or any Bank Secured Parties against the Company or against Collateral Agent and any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Bank Secured Party for the payment of the ObligationsObligations until the date which is 91 days after the Guaranty Termination Date. Each Guaranteeing Party Guarantor hereby further irrevocably waives all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Company or any other Person which may have arisen in connection with its Guaranteethe guarantees contained in this Guaranty Agreement until the date which is 91 days after the Guaranty Termination Date. So long as Until the Obligations remain outstandingdate which is 91 days after the Guaranty Termination Date, if any amount shall be paid by or on behalf of the Company to any Guaranteed Party to the Guaranteeing Party Guarantor on account of any of the rights waived in this subsectionSection 6, such amount shall be held by such Guaranteeing Party Guarantor in trust, segregated from other funds of such Guaranteeing PartyGuarantor, and shall, forthwith upon receipt by such Guaranteeing PartyGuarantor, be turned over to the Administrative Collateral Agent in the exact form received by such Guaranteeing Party Guarantor (duly endorsed indorsed by such Guaranteeing Party Guarantor to the Administrative Collateral Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, as provided in such order as the Administrative Agent may determineIntercreditor Agreement. The provisions of this subsection as they apply to each of the Guaranteeing Parties Section 6 shall survive the payment in full termination of the Obligations of its Guaranteed Party or Partiesguarantees contained in this Guaranty Agreement.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee this Guaranty and the Company Guarantee (together, the "Guarantees"other Note Documents, each a "Guarantee"), of the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantors hereby irrevocably waives any and all claims or other rights which may have arisen in connection with its Guarantee this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Holder against the Company or against any other Borrowers (together, collateral security or guaranty or right of offset held by the "Guaranteed Parties", each a "Guaranteed Party") Holders for the payment of the Obligations until indefeasible payment in full of the Obligations. Each Guaranteeing Party of the Guarantors hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties or any other Person the Company which may have arisen in connection with its Guaranteethis Guaranty, whether or not such remedy or right arises in equity, or under contract, statute or common law until indefeasible payment in full of the Obligations. So long as the Obligations remain outstandingremain, if any amount shall be paid by or on behalf of the Company to any Guaranteed Party to of the Guaranteeing Party Guarantors on account of any of the rights waived in this subsectionparagraph, such amount shall be held by such Guaranteeing Party the Guarantor in trusttrust for the benefit of the Holders, segregated from other funds of such Guaranteeing Partythe Guarantor, and shall, forthwith upon receipt by such Guaranteeing Partythe Guarantor, be turned over to the Administrative Agent in the exact form received Holders (duly indorsed by such Guaranteeing Party (duly endorsed by such Guaranteeing Party Guarantor to the Administrative AgentHolders, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent Holders may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties paragraph shall survive the term of this Guaranty and the payment in full of the Obligations Obligations. Each Guarantor acknowledges that it will receive direct and indirect benefits from the sale of its Guaranteed Party or Partiesthe Notes by the Company and that the waiver set forth in this Section 6 is knowingly made in contemplation of such benefits.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in this Guarantee, the Parent Guarantee Term Loan Agreement and the Company Guarantee (together, the "Guarantees"other Loan Documents, each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantor hereby irrevocably waives waives, until the Termination Date, all rights which may have arisen in connection with its Guarantee this Guarantee, the Term Loan Agreement and the other Loan Documents to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Beneficiary against the Company or against any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") collateral security or guarantee or right of offset held by any Beneficiary for the payment of the Guaranteed Obligations. Each Guaranteeing Party Guarantor hereby further irrevocably waives waives, until the Termination Date, all contractual, contractual common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties Company or any other Person which may have arisen in connection with its this Guarantee, the Term Loan Agreement and the other Loan Documents. So long as the Guaranteed Obligations remain outstanding, if any amount shall be paid by or on behalf of Company or any Guaranteed Party Guarantor to the Guaranteeing Party any other Guarantor on account of any of the rights waived in this subsectionparagraph, such amount shall be held by such Guaranteeing Party Guarantor in trust, segregated from other funds of such Guaranteeing PartyGuarantor, and shall, shall forthwith upon receipt by such Guaranteeing PartyGuarantor, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Guarantor (duly endorsed indorsed by such Guaranteeing Party Guarantor to the Administrative Collateral Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Collateral Agent may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties paragraph shall survive the payment in full term of the Obligations of its Guaranteed Party or Partiesthis Guarantee.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (togetherthis Section 9, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Holdings hereby irrevocably waives all rights which that may have arisen in connection with its Guarantee the guarantee contained in this Section 9 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lender against the Company Borrower or against the Administrative Agent or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Lender for the payment of the Obligations, until the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Revolving Commitments shall have been terminated. Each Guaranteeing Party Holdings hereby further irrevocably waives all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Borrower or any other Person which that may have arisen in connection with its Guaranteethe guarantee contained in this Section 9, until the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Revolving Commitments shall have been terminated. So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party the Borrower to the Guaranteeing Party Holdings on account of any of the rights waived in this subsectionSection 9.2, such amount shall be held by such Guaranteeing Party Holdings in trust, segregated from other funds of such Guaranteeing PartyHoldings, and shall, forthwith upon receipt by such Guaranteeing PartyHoldings, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Holdings (duly endorsed indorsed by such Guaranteeing Party Holdings to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each Section 9.2 shall survive the term of the Guaranteeing Parties shall survive guarantee contained in this Section 9 and the payment in full of the Obligations and the termination of its Guaranteed Party or Partiesthe Revolving Commitments.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee this Guaranty and the Company Guarantee (together, the "Guarantees"other Note Documents, each a "Guarantee"), of the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Guarantors hereby irrevocably waives any and all claims or other rights which may have arisen in connection with its Guarantee this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Purchaser against the Company or against any other Borrowers (together, collateral security or guaranty or right of offset held by the "Guaranteed Parties", each a "Guaranteed Party") Purchasers for the payment of the Obligations until indefeasible payment in full of the Obligations. Each Guaranteeing Party of the Guarantors hereby further irrevocably waives all contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties or any other Person the Company which may have arisen in connection with its Guaranteethis Guaranty, whether or not such remedy or right arises in equity, or under contract, statute or common law until indefeasible payment in full of the Obligations. So long as the Obligations remain outstandingremain, if any amount shall be paid by or on behalf of the Company to any Guaranteed Party to of the Guaranteeing Party Guarantors on account of any of the rights waived in this subsectionparagraph, such amount shall be held by such Guaranteeing Party the Guarantor in trusttrust for the benefit of the Purchasers, segregated from other funds of such Guaranteeing Partythe Guarantor, and shall, forthwith upon receipt by such Guaranteeing Partythe Guarantor, be turned over to the Administrative Agent in the exact form received Purchasers (duly indorsed by such Guaranteeing Party (duly endorsed by such Guaranteeing Party Guarantor to the Administrative AgentPurchasers, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent Purchasers may determine. The provisions of this subsection as they apply to each of the Guaranteeing Parties paragraph shall survive the term of this Guaranty and the payment in full of the Obligations Obligations. Each Guarantor acknowledges that it will receive direct and indirect benefits from the sale of its Guaranteed Party or Partiesthe Notes by the Company and that the waiver set forth in this Section 6 is knowingly made in contemplation of such benefits.

No Subrogation, Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and the Company Guarantee (togetherthis Section 10, the "Guarantees", each a "Guarantee"), the Parent and the Company (together, the "Guaranteeing Parties," each a "Guaranteeing Party") Holdings hereby irrevocably waives all rights which that may have arisen in connection with its Guarantee the guarantee contained in this Section 10 to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy CodeCode (or similar action under any successor law or under any comparable law), including Section 509 thereof, under common law or otherwise) of the Administrative Agent or any Bank Lender against the Company Borrower or against the Administrative Agent or any other Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") Lender for the payment of the Obligations, until the Obligations shall have been paid in full, no Letters of Table of Contents Credit shall be outstanding and the Revolving Commitments shall have been terminated. Each Guaranteeing Party Holdings hereby further irrevocably waives all contractual, common law, statutory or and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against any Guaranteed Party or Parties the Borrower or any other Person which that may have arisen in connection with its Guaranteethe guarantee contained in this Section 10, until the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Revolving Commitments shall have been terminated. So long as the Obligations remain outstanding, if any amount shall be paid by or on behalf of any Guaranteed Party the Borrower to the Guaranteeing Party Holdings on account of any of the rights waived in this subsectionSection 10.2, such amount shall be held by such Guaranteeing Party Holdings in trust, segregated from other funds of such Guaranteeing PartyHoldings, and shall, forthwith upon receipt by such Guaranteeing PartyHoldings, be turned over to the Administrative Agent in the exact form received by such Guaranteeing Party Holdings (duly endorsed indorsed by such Guaranteeing Party Holdings to the Administrative Agent, if required), to be applied against the Obligations of such Guaranteed Party or PartiesObligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this subsection as they apply to each Section 10.2 shall survive the term of the Guaranteeing Parties shall survive guarantee contained in this Section 10 and the payment in full of the Obligations and the termination of its Guaranteed Party or Partiesthe Revolving Commitments.