Common use of No Subrogation Clause in Contracts

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The (a) Notwithstanding any payment made by any Dex Shared Guarantor hereby unconditionally and irrevocably agrees not to hereunder or any set-off or application of funds of any Dex Shared Guarantor by the Shared Collateral Agent or any Dex Shared Collateral Secured Party, no Dex Shared Guarantor shall exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect of subrogation to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under Shared Collateral Agent or any Dex Shared Collateral Secured Party against any Dex Borrower or any other Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Dex Shared Collateral Secured Party for the payment of the Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Dex Borrower or any other Dex Shared Guarantor in respect of this Limited Guarantypayments made by such Dex Shared Guarantor hereunder, including, without limitation, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Dex Borrower on account of such claim, remedy or right, unless and until the Guaranteed Dex Borrower Obligations shall have been are paid in full. If any amount shall be paid to the any Dex Shared Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsDex Borrower Obligations shall not have been paid in full, such amount shall be received and held by such Dex Shared Guarantor in trust for the benefit of Shared Collateral Agent and the Guaranteed PartyDex Shared Collateral Secured Parties, shall be segregated from other property and funds of the Guarantor such Dex Shared Guarantor, and shall shall, forthwith upon receipt by such Dex Shared Guarantor, be paid or delivered turned over to the Guaranteed Party Shared Collateral Agent in the same exact form as so received by such Dex Shared Guarantor (with any necessary endorsement or assignment) duly indorsed by such Dex Shared Guarantor to the Shared Collateral Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Dex Borrower Obligations, as well as any defenses whether matured or unmatured, in respect of any fraud or willful misconduct of accordance with the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofIntercreditor Agreement.

No Subrogation. The Notwithstanding any payment made by any Newco Subordinated Guarantor hereby unconditionally and irrevocably agrees not to hereunder or any set-off or application of funds of any Newco Subordinated Guarantor by the Shared Collateral Agent or any Shared Collateral Secured Party, no Newco Subordinated Guarantor shall exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect of subrogation to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under Shared Collateral Agent or any Shared Collateral Secured Party against any Borrower or any other Newco Subordinated Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Shared Collateral Secured Party for the payment of the Borrower Obligations, nor shall any Newco Subordinated Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Newco Subordinated Guarantor in respect of this Limited Guarantypayments made by such Newco Subordinated Guarantor hereunder, including, without limitation, until all amounts owing to the Shared Collateral Agent and the Shared Collateral Secured Parties by any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of such claim, remedy or right, unless and until the Guaranteed Borrower Obligations shall have been are paid in full. If any amount shall be paid to the any Newco Subordinated Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsBorrower Obligations shall not have been paid in full, such amount shall be received and held by such Newco Subordinated Guarantor in trust for the benefit of Shared Collateral Agent and the Guaranteed PartyShared Collateral Secured Parties, shall be segregated from other property and funds of the Guarantor such Newco Subordinated Guarantor, and shall shall, forthwith upon receipt by such Newco Subordinated Guarantor, be paid or delivered turned over to the Guaranteed Party Shared Collateral Agent in the same exact form as so received by such Newco Subordinated Guarantor (with any necessary endorsement or assignment) duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, as well as any defenses whether matured or unmatured, in respect of any fraud or willful misconduct of accordance with the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofIntercreditor Agreement.

No Subrogation. The Notwithstanding any payment made by any U.S. Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any U.S. Guarantor by the ABL Collateral Agent or any other Secured Party, no U.S. Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under ABL Collateral Agent or any other Secured Party against any Borrower or any other U.S. Guarantor or any collateral security or guarantee or right of offset held by the ABL Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any U.S. Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other U.S. Guarantor in respect of this Limited Guarantypayments made by such U.S. Guarantor hereunder, including, without limitation, until all amounts owing to the ABL Collateral Agent and the other Secured Parties by any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of such claimthe Borrower Obligations are paid in full in cash, remedy or right, unless and until the Guaranteed Obligations no Letter of Credit shall be outstanding (except for Letters of Credit that have been paid in fullcash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the any U.S. Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior when all of the Borrower Obligations shall not have been paid in full in cash or any Letter of Credit shall remain outstanding (except for Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the satisfaction in full relevant Issuing Lender) or any of the Guaranteed ObligationsCommitments shall remain in effect, such amount shall be received and held by such U.S. Guarantor in trust for the benefit of ABL Collateral Agent and the Guaranteed Partyother Secured Parties, shall be segregated from other property and funds of the Guarantor such U.S. Guarantor, and shall shall, forthwith upon receipt by such U.S. Guarantor, be paid or delivered turned over to the Guaranteed Party ABL Collateral Agent in the same exact form as so received by such U.S. Guarantor (with any necessary endorsement or assignment) duly indorsed by such U.S. Guarantor to the ABL Collateral Agent, if required), to be credited and held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such U.S. Guarantor and/or then or at any time thereafter may be applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofABL Collateral Agent may determine.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent Parent, Merger Sub or Merger SubOther Guarantors, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Parent, Merger Sub or Merger SubOther Guarantors, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Limited Guaranty shall have been paid in fullfull in immediately available funds. If any amount shall be paid to the a Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsObligations and all other amounts payable under this Limited Guaranty, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the such Guarantor under this Limited GuarantyGuaranty whether matured or unmatured, or to be held as collateral for any Guaranteed Obligations or all other amounts payable under this Limited Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herebysubject to Section 3 hereof: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the each Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the each Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment or payments made by the Guarantor hereby unconditionally and irrevocably agrees hereunder, or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights of the Administrative Agent or any Lender against the Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance or enforcement of the Guarantor’s obligations under or Borrower in respect of this Limited Guarantypayments made by the Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the Administrative Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, Lenders by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been are paid in fullfull and the Commitments terminated. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsObligations shall not have been paid in full, such amount shall be received and held by the Guarantor in trust for the benefit of Administrative Agent and the Guaranteed PartyLenders, shall be segregated from other property funds of the Guarantor, and funds shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and shall forthwith be paid or delivered vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower to the Guaranteed Party Guarantor in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreementsuch proceeding, the Guarantor shall be similarly relieved hereby assigning to the Administrative Agent all of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Creditor, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of any Guaranteed Obligations that arise Creditor against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Guaranteed Creditor for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the existence, payment, performance Borrower or enforcement of the Guarantor’s obligations under or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, Creditors by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of the Borrower Obligations except for (i) the Swap Agreements which shall be payable upon the terms of such claimSwap Agreements, remedy (ii) contingent obligations not yet due, and (iii) amounts owed or rightother obligations under Treasury Management Agreements with respect to which satisfactory collateral has been posted, unless and until the Guaranteed Obligations are paid in full in cash, no Letter of Credit shall be outstanding (or all such Letters of Credit shall have been paid satisfactorily collateralized in fullthe applicable Issuing Bank’s reasonable opinion) and all of the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior when all of the Borrower Obligations except for (i) the Swap Agreements which shall be payable upon the terms of such Swap Agreements, (ii) contingent obligations not yet due, and (iii) amounts owed or other obligations under Treasury Management Agreements with respect to the satisfaction which satisfactory collateral has been posted, shall not have been paid in full in cash, any Letter of Credit shall be outstanding (or all such Letters of Credit shall have been satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion) or any of the Guaranteed ObligationsCommitments are in effect, such amount shall be received and held by such Guarantor in trust for the benefit Guaranteed Creditors, and shall, promptly upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in accordance with Section 10.02(c) of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Credit Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent any Loan Party, or Merger Sub with respect to any of the Guaranteed Obligations other guarantor that arise from the existence, payment, performance or enforcement of the such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed any Lender against any Loan Party against Parent or Merger Subany other guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent any Loan Party or Merger Subany other guarantor, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall Termination Requirements have been paid in fullsatisfied. If any amount shall be paid to the such Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount shall be received and held in trust for the benefit of the Guaranteed PartyLenders, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against to all amounts payable by the Guarantor under this Limited Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any amounts payable under this Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: If (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the such Guarantor shall be similarly relieved make payment to any Lender of its corresponding payment obligations all or any amounts payable under this Limited Guaranty; , and (ii) the Guarantor Termination Requirements shall have all defenses been satisfied, the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the obligations resulting from such payment of its obligations under made by such Guarantor pursuant to this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofGuaranty.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Notwithstanding any payment made by any Newco Subordinated Guarantor hereby unconditionally and irrevocably agrees not to hereunder or any set-off or application of funds of any Newco Subordinated Guarantor by the Shared Collateral Agent or any Shared Collateral Secured Party, no Newco Subordinated Guarantor shall exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect of subrogation to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under Shared Collateral Agent or any Shared Collateral Secured Party against any Borrower or any other Newco Subordinated Guarantor or any collateral security or guarantee or right of offset held by the Shared Collateral Agent or any Shared Collateral Secured Party for the payment of the Borrower Obligations, nor shall any Newco Subordinated Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Newco Subordinated Guarantor in respect of this Limited Guarantypayments made by such Newco Subordinated Guarantor hereunder, including, without limitation, until all amounts owing to the Shared Collateral Agent and the Shared Collateral Secured Parties by any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of such claim, remedy or right, unless and until the Guaranteed Borrower Obligations shall have been are paid in fullfull and any Incremental Revolving Commitments shall be terminated. If any amount shall be paid to the any Newco Subordinated Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsBorrower Obligations shall not have been paid in full, such amount shall be received and held by such Newco Subordinated Guarantor in trust for the benefit of Shared Collateral Agent and the Guaranteed PartyShared Collateral Secured Parties, shall be segregated from other property and funds of the Guarantor such Newco Subordinated Guarantor, and shall shall, forthwith upon receipt by such Newco Subordinated Guarantor, be paid or delivered turned over to the Guaranteed Party Shared Collateral Agent in the same exact form as so received by such Newco Subordinated Guarantor (with any necessary endorsement or assignment) duly indorsed by such Newco Subordinated Guarantor to the Shared Collateral Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, as well as any defenses whether matured or unmatured, in respect of any fraud or willful misconduct of accordance with the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofIntercreditor Agreement.

No Subrogation. The Notwithstanding any payment made by any Canadian Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Canadian Guarantor by the ABL Collateral Agent or any other Secured Party, no Canadian Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights of the ABL Collateral Agent or any other Secured Party against the Canadian Borrower or any other Canadian Guarantor or any collateral security or guarantee or right of offset held by the ABL Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Canadian Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance Canadian Borrower or enforcement of the Guarantor’s obligations under or any other Canadian Guarantor in respect of this Limited Guarantypayments made by such Canadian Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the ABL Collateral Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, other Secured Parties by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Canadian Borrower on account of such claimthe Borrower Obligations are paid in full in cash, remedy or right, unless and until the Guaranteed Obligations no Canadian Facility Letter of Credit shall be outstanding (except for Canadian Facility Letters of Credit that have been paid in fullcash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the any Canadian Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior when all of the Borrower Obligations shall not have been paid in full in cash or any Canadian Facility Letter of Credit shall remain outstanding (except for Canadian Facility Letters of Credit that have been cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the satisfaction in full relevant Issuing Lender) or any of the Guaranteed ObligationsCommitments shall remain in effect, such amount shall be received and held by such Canadian Guarantor in trust for the benefit of ABL Collateral Agent and the Guaranteed Partyother Secured Parties, shall be segregated from other property and funds of the Guarantor such Canadian Guarantor, and shall shall, forthwith upon receipt by such Canadian Guarantor, be paid or delivered turned over to the Guaranteed Party ABL Collateral Agent in the same exact form as so received by such Canadian Guarantor (with any necessary endorsement or assignment) duly endorsed by such Canadian Guarantor to the ABL Collateral Agent, if required), to be credited and held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Canadian Guarantor and/or then or at any time thereafter may be applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofABL Collateral Agent may determine.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it such Guarantor may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the such Guarantor’s obligations under or in respect of this Limited GuarantyGuarantee (subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the Guaranteed Obligations extent applicable) shall have been paid in fullfull in immediately available funds. If any amount shall be paid to the any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the Guaranteed Obligationsextent applicable), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the such Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofGuarantee.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights of the Administrative Agent, the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance Borrower or enforcement of the Guarantor’s obligations under or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationAdministrative Agent, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or Collateral Agent and the other property or Secured Parties by set-off or in any other manner, payment or security the Borrower on account of such claim, remedy or right, unless and until the Guaranteed Borrower Obligations shall have been paid in fullfull (other than Borrower Hedge Agreement Obligations, Borrower Foreign Currency L/C Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have been terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction when all of such Borrower Obligations shall not have been paid in full of the Guaranteed Obligationsfull, such amount shall be received and held by such Guarantor in trust for the benefit of Administrative Agent, the Guaranteed PartyCollateral Agent and the other Secured Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party Collateral Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Collateral Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofCollateral Agent may determine.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent Parent, Merger Subsidiary or Merger Sub any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent Parent, Merger Subsidiary or Merger Subsuch other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Parent, Merger Subsidiary or Merger Subsuch other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and any other amounts that may be payable under this Limited Guarantee shall have been paid in fullfull in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsObligations and any other amounts that may be payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all to the Obligations and any other amounts that may be payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to Guarantee, in accordance with the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any terms of the Guaranteed Merger Agreement and herewith, whether matured or unmatured, or to be held as collateral for the Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations or other amounts payable under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofGuarantee thereafter arising.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees that, until satisfaction of the Termination Requirements, it will not to exercise any rights claim or right that it may now have against any Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made by the Guarantor under or Merger Sub with respect pursuant to this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from the existence, payment, performance Parties against any Borrower or enforcement of the any other Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exonerationindemnity, contribution or indemnification and reimbursement against any Borrower or any other Guarantor, any right to enforce any remedies of any Guaranteed Party against any Borrower or any other Guarantor, or any benefit of, or any right to participate in in, any claim or remedy security held by any Guaranteed Party to secure payment of the Guaranteed Party against Parent Obligations, in each case whether such claims or Merger Sub, whether or not such claim, remedy or right arises in equity or under rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullotherwise. If The Guarantor further agrees that if any amount shall be paid to or any distribution received by the Guarantor in violation on account of the immediately preceding sentence any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of the Guarantor under any other provision of this Guaranty. Additionally, in the event any Borrower or any other Guarantor becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and vote the rights of the Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of any Borrower or any other Guarantor to the Guarantor in any such proceeding, the Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent Parent, Merger Subsidiary or Merger Sub any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent Parent, Merger Subsidiary or Merger Subsuch other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Parent, Merger Subsidiary or Merger Subsuch other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and any other amounts that may be payable under this Limited Guarantee shall have been paid in fullfull in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsObligations and any other amounts that may be payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all to the Guaranteed Obligations and any other amounts that may be payable by the Guarantor under this Limited Guaranty. Notwithstanding anything Guarantee, in accordance with the terms of the Merger Agreement and herewith, whether matured or unmatured, or to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of be held as collateral for the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations or other amounts payable under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofGuarantee thereafter arising.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees Notwithstanding any payment or payments made by the Guarantors hereunder or any set-off or application of funds of the Guarantors by any Securityholder, the Guarantors shall not be entitled to exercise or enforce any subrogation rights that it may now have of the Certificate Holders, Indenture Trustee, Collateral Agent or hereafter acquire any Securityholder against Parent the Lessor or Merger Sub with any other Person or any collateral security or guarantee or right of offset held by the Certificate Holders, Indenture Trustee, Collateral Agent or any Securityholder for the payment of the Guaranteed Obligations, nor shall the Guarantors seek or be entitled to seek any contribution or reimbursement from the Lessor or any other Person in respect of payments made by the Guarantors hereunder, until all amounts owing to any the Certificate Holders, Indenture Trustee, Collateral Agent and the Securityholders by the Lessor on account of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been all amounts owing hereunder are paid in fullfull and the Commitments are terminated. If any amount shall be paid to the Guarantor in violation Guarantors on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsObligations and all amounts owing hereunder shall not have been paid in full or the Commitments shall not have been terminated, such amount shall be received and held by the Guarantors in trust for the benefit of Certificate Holders, Indenture Trustee, Collateral Agent and the Guaranteed PartySecurityholders, shall be segregated from other property and funds of the Guarantor Guarantors, and shall shall, forthwith upon receipt by the Guarantors, be paid or delivered turned over to the Guaranteed Party Collateral Agent in the same exact form as so received by the Guarantors (with any necessary endorsement or assignment) duly indorsed by the Guarantors to the Collateral Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofCollateral Agent may determine.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrowers or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against any Borrower or any other Guarantor, any right of indemnity, contribution or reimbursement against the existenceBorrowers or any other Guarantor (including rights of contribution as set forth in Section 1(c)), paymentany right to enforce any remedies of any Guaranteed Party against the Borrowers or any other Guarantor, performance or enforcement any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that each Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of any Credit Party to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event any of the Borrowers or any other Consolidated Entity becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrowers or such Consolidated Entity to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and the guaranteed obligations of the Other Guarantor under the Other Limited Guaranty shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herebythat: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be subject to the Guarantor’s Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment or payments made by the Guarantor hereby unconditionally and irrevocably agrees hereunder, or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights of the Administrative Agent or any Lender against the Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance or enforcement of the Guarantor’s obligations under or Borrower in respect of this Limited Guarantypayments made by the Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the Administrative Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, Lenders by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsObligations shall not have been paid in full, such amount shall be received and held by the Guarantor in trust for the benefit of Administrative Agent and the Guaranteed PartyLenders, shall be segregated from other property funds of the Guarantor, and funds shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning of any Debtor Relief Law, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and shall forthwith be paid or delivered vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower to the Guaranteed Party Guarantor in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreementsuch proceeding, the Guarantor shall be similarly relieved hereby assigning to the Administrative Agent all of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent Buyer or Merger Sub any other entity or Person liable with respect to any of the Guaranteed Obligations or interested therein that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of IONA against Buyer or any other entity or Person liable with respect to any of the Guaranteed Party against Parent Obligations or Merger Subinterested therein, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Buyer or Merger Subany other entity or Person liable with respect to any of the Obligations or interested therein, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in fullfull in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction indefeasible payment in full in cash of the Guaranteed ObligationsObligations and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Guaranteed PartyIONA, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party IONA in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against to the Obligations and all other amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to , in accordance with the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any terms of the Guaranteed Obligations under the Merger Implementation Agreement, the Guarantor shall whether matured or unmatured, or to be similarly relieved of its corresponding payment obligations held as collateral for any Obligations or other amounts payable under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofthereafter arising.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent Parent, Merger Sub or Merger SubOther Guarantors, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Parent, Merger Sub or Merger SubOther Guarantors, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Limited Guaranty shall have been paid in fullfull in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsObligations and all other amounts payable under this Limited Guaranty, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited GuarantyGuaranty whether matured or unmatured, or to be held as collateral for any Guaranteed Obligations or all other amounts payable under this Limited Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herebysubject to Section 3 hereof: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment made by any Loan Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Loan Guarantor by Lender, no Loan Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from rights of Lender against Borrower or any other Loan Guarantor or any collateral security or guaranty or right of offset held by Lender for the existence, payment, performance or enforcement payment of the Guarantor’s obligations under Secured Obligations, nor shall any Loan Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any other Loan Guarantor in respect of this Limited Guarantypayments made by such Loan Guarantor hereunder, includinguntil all of the Secured Obligations are Paid in Full. Should any Loan Guarantor have the right, without limitationnotwithstanding the foregoing, to exercise its subrogation rights, such Loan Guarantor hereby expressly and irrevocably (a) subordinates any right of and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution contribution, indemnification or indemnification set off that such Loan Guarantor may have to the payment and any right to participate performance in any claim or remedy full of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and Secured Obligations until the Guaranteed Secured Obligations are Paid in Full and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Secured Obligations are Paid in Full. Each Loan Guarantor acknowledges and agrees that this subordination is intended to benefit Lender and shall have been paid not limit or otherwise affect any Loan Guarantor’s liability hereunder or the enforceability of this ARTICLE 14, and that Lender and its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in fullthis ARTICLE 14. If any amount shall be paid to the any Loan Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsSecured Obligations shall not have been Paid in Full, such amount shall be received and held by such Loan Guarantor in trust for the benefit of the Guaranteed PartyLender, shall be segregated from other property and funds of the Guarantor such Loan Guarantor, and shall shall, forthwith upon receipt by such Loan Guarantor, be paid or delivered turned over to the Guaranteed Party Lender in the same exact form as so received by such Loan Guarantor (with any necessary endorsement or assignment) duly indorsed by such Loan Guarantor, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Secured Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofLender may determine.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Parent, Merger Sub or any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the such Guarantor’s obligations obligation under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent Parent, Merger Sub or Merger Subsuch other Person, whether or not such claim, remedy or right arises in equity or under contractcontract or Law, statute or common law, including, without limitation, including the right to take or receive from Parent Parent, Merger Sub or Merger Subsuch other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and any other amounts that may be payable under this Limited Guarantee shall have been indefeasibly paid in fullfull in cash or otherwise fully performed. If any amount shall be paid to the any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsObligations and any other amounts that may be payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all to the Guaranteed Obligations and any other amounts that may be payable by the Guarantor under this Limited Guaranty. Notwithstanding anything Guarantee, in accordance with the terms of the Merger Agreement and herewith, whether matured or unmatured, or to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of be held as collateral for the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations or other amounts payable under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofGuarantee thereafter arising.

No Subrogation. The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against one or both of Parent or Merger and Acquisition Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against one or both of Parent or Merger Acquisition Sub, whether or not such claim, remedy or right arises in equity or under contract, statute contract or common any applicable law, including, without limitation, the right to take or receive from one or both of Parent or Merger Acquisition Sub, directly or indirectly, in cash or other property or by set-set off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Payment Obligations and Prevailing Party Costs (as defined below), if applicable, shall have been terminated or paid in fullfull or, in the case of the Payment Obligations, fully provided for by (a) the payment for Company Shares tendered in the Offer pursuant to Section 2.1(e) of the Merger Agreement, (b) the irrevocable deposit of immediately available funds to the Exchange Fund described in Section 3.8(b) of the Merger Agreement, and (c) payment to the Surviving Corporation of those amounts contemplated in Sections 3.7(d) and 3.7(e) of the Merger Agreement. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full in cash of the Guaranteed ObligationsPayment Obligations and Prevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty Payment Obligations and Prevailing Party Costs, if applicable, whether matured or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofunmatured.

No Subrogation. The Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor hereby unconditionally and irrevocably agrees not to exercise waives any claims or other rights that it Guarantor now has or may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations Borrower that arise from the existence, payment, performance or enforcement of the Guarantor’s 's obligations under or in respect of this Limited Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Credit Agent or any Lender against Parent any Borrower or Merger Subany collateral that Credit Agent or any Lender now has or may acquire, whether or not such that claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent or Merger Subany Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of that claim or other right. In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such claimsubrogation rights or rights of reimbursement, remedy exoneration, contribution or right, unless and until indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Credit Agent or any Lender with respect to the Guaranteed Obligations shall have been paid Debt constitute a preference in fullfavor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Credit Agent or any Lender. If any Any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the satisfaction in full of the Guaranteed Obligationsbenefit of, such amount shall be received and held in trust for the benefit of the Guaranteed Partyfor, shall be segregated from other property Credit Agent and funds of the Guarantor Lenders and shall forthwith must immediately be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) Credit Agent to be credited and applied to the Guaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against any Borrower or any collateral that Credit Agent or any Lender now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all amounts payable rights and defenses arising out of Credit Agent's or any Lender's election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation and reimbursement against any Borrower. To the extent permitted by Part 6 of Article 9 of the Uniform commercial Code of Minnesota or of any other applicable jurisdiction ("Part 6"), Guarantor also waives the right to require Credit Agent or any Lender to comply with the provisions of Part 6 in connection with Credit Agent's enforcement of any security interest securing the payment or performance of the Guaranteed Debt. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the Guarantor under this Limited Guaranty. Notwithstanding anything to Agreement and that the contrary contained waivers set forth in this Limited Guaranty or otherwise, the Guaranteed Party hereby Section are knowingly made in contemplation of those benefits. Guarantor agrees that Credit Agent and Lenders will incur no liability as a result of the commercially reasonable sale or other than disposition of all or any discharge portion of the Collateral at any public or release arising from the bankruptcy private sale or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: disposition. Guarantor waives (i) to the extent Parent permitted by law) any claims Guarantor may have against Credit Agent or Merger Sub is relieved any Lender arising by reason of any the fact that the price at which the Collateral may have been sold at a private sale was less than the price that Credit Agent might have obtained at a public sale, or was less than the aggregate amount of the Guaranteed Obligations Debt, even if Credit Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Guarantor agrees that any sale of Collateral under the Merger Agreementterms of a Purchase Commitment, or any other disposition of Collateral arranged by any Borrower, whether before or after the occurrence of an Event of Default, will be deemed to have been made in a commercially reasonable manner. Guarantor shall be similarly relieved acknowledges that Mortgage Loans are collateral of its corresponding payment obligations under this Limited Guaranty; a type that is the subject of widely distributed standard price quotations and (ii) the that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor shall waives any right Guarantor may have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct prior notice of the Guaranteed Party hereunder sale of Pledged Securities, and agrees that Credit Agent or any breach by the Guaranteed Party Lender may purchase Pledged Loans and Pledged Securities at a private sale of any of the terms or provisions hereofsuch Collateral.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations Borrower that arise from the existence, payment, performance or enforcement of the GuarantorBorrower’s obligations Liabilities under or in respect of this Limited Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lender in connection therewith or pursuant thereto, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Lender against Parent the Borrower or Merger Subany collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Subthe Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction indefeasible payment in full in cash of the Guaranteed ObligationsBorrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Guaranteed PartyLender, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against to the Borrower’s Liabilities and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Agreement, or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty has occurred, except in the case of a Reinstatement Event (as defined below), the Agent and the Lender will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Borrower’s Liabilities resulting from such payment made by the Guarantor under pursuant to this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff or application of funds of the Guarantor by the Administrative Agent or any Lender, until all Obligations have been irrevocably and indefeasibly paid in full in cash (and therefore the payment thereof is no longer subject to being set aside or returned under applicable law), the Guarantor hereby unconditionally and irrevocably agrees not to exercise waives any rights that it claim, right or remedy which the Guarantor may now have or may hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations Borrower that arise arises hereunder and/or from the existence, payment, performance or enforcement of by the Guarantor’s obligations under or in respect of this Limited Guaranty, Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution contribution, indemnification or indemnification and any right to participate participation in any claim claim, right or remedy of the Guaranteed Party Lenders and the Administrative Agent against Parent the Borrower or Merger Subany security which the Lenders and the Administrative Agent now have or hereafter acquire, whether or not such claim, right or remedy or right arises in equity or equity, under contract, statute by statute, under common law or common lawotherwise; PROVIDED that if the foregoing standstill is not sufficient to permit indefeasible payment in full of all the Obligations, including, without limitation, then the right Guarantor shall be deemed to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in have waived any other manner, payment or security on account of such claim, right or remedy or right, unless and until to the Guaranteed Obligations shall have been paid in fullmaximum extent permitted by law. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all the satisfaction Obligations shall not have been paid in full of the Guaranteed Obligationsfull, such amount shall be received and held by the Guarantor in trust for the benefit of Administrative Agent and the Guaranteed PartyLenders, shall be segregated from other property and funds of the Guarantor Guarantor, and shall shall, forthwith upon receipt by the Guarantor, be paid or delivered turned over to the Guaranteed Party Administrative Agent in the same exact form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything (duly endorsed by the Guarantor to the contrary contained in this Limited Guaranty or otherwiseAdministrative Agent, if required), to be applied against the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofAdministrative Agent may determine.

No Subrogation. The Notwithstanding any payment or payments made by the Guarantor hereby unconditionally and irrevocably agrees hereunder, or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights of the Administrative Agent or any Lender against the Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance or enforcement of the Guarantor’s obligations under or Borrower in respect of this Limited Guarantypayments made by the Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the Administrative Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, Lenders by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsObligations shall not have been paid in full, such amount shall be received and held by the Guarantor in trust for the benefit of Administrative Agent and the Guaranteed PartyLenders, shall be segregated from other property funds of the Guarantor, and funds shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders and as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and shall forthwith be paid or delivered vote the rights of the Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower to the Guaranteed Party Guarantor in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreementsuch proceeding, the Guarantor shall be similarly relieved hereby assigning to the Administrative Agent all of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees that, until satisfaction of the Termination Requirements, it will not to exercise any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made by the Guarantor under or Merger Sub with respect pursuant to this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existence, payment, performance Borrower or enforcement of the any other Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exonerationindemnity, contribution or indemnification and reimbursement against the Borrower or any other Guarantor, any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in in, any claim or remedy security held by any Guaranteed Party to secure payment of the Guaranteed Party against Parent Obligations, in each case whether such claims or Merger Sub, whether or not such claim, remedy or right arises in equity or under rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullotherwise. If The Guarantor further agrees that if any amount shall be paid to or any distribution received by the Guarantor in violation on account of the immediately preceding sentence any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of the Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Guarantor becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for the Guarantor, and is hereby authorized and appointed by the Guarantor, to file proofs of claim on behalf of the Guarantor and vote the rights of the Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or any other Guarantor to the Guarantor in any such proceeding, the Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Guarantor Guarantors hereby unconditionally and irrevocably agrees agree not to exercise any rights that it may now have or hereafter acquire against Parent one or Merger Sub both of the Buyer Parties or any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s Guarantors’ obligations under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent one or more of the Buyer Parties or any other Person interested in the transactions contemplated by the Merger SubAgreement liable with respect to any of the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent one or Merger Submore of the Buyer Parties or any other Person liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and Prevailing Party Costs, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantors shall have the right to cause any other Person to satisfy its payment obligations to the Company under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantors of their obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to the Guarantor Guarantors in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full in cash of the Guaranteed ObligationsObligations and Prevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor Guarantors and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained Obligations and Prevailing Party Costs, if applicable, in this Limited Guaranty or otherwise, accordance with the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency terms of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall whether matured or unmatured, or to be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligationsheld as collateral for any Obligations or Prevailing Party Costs, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofif applicable, thereafter arising.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent Buyer or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s 's obligations under or in respect of this Limited GuarantyGuaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Seller against Parent Buyer or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Buyer or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations Obligation shall have been indefeasibly paid in fullfull in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction indefeasible payment in full in cash of the Guaranteed ObligationsObligation, such amount shall be received and held in trust for the benefit of the Guaranteed PartySeller, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Seller in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained Obligation, in this Limited Guaranty or otherwise, accordance with the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency terms of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofObligation.

No Subrogation. The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against one or both of the Parent Parties or Merger Sub any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against one or both of the Parent Parties or any other Person interested in the transactions contemplated by the Merger SubAgreement liable with respect to any of the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute contract or common lawany applicable Legal Requirement, including, without limitation, the right to take or receive from one or both of the Parent Parties or Merger Subany other Person liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and Prevailing Party Costs, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantor shall have the right to cause any other Person to satisfy its payment obligations to the Company under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantor of its obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full in cash of the Guaranteed ObligationsObligations and Prevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty Obligations and Prevailing Party Costs, if applicable,, whether matured or otherwiseunmatured, the Guaranteed or to be held as collateral for any Obligations or Prevailing Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger AgreementCosts, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligationsif applicable, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofthereafter arising.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herebythat: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations under the Merger AgreementAgreement by the satisfaction thereof or pursuant to any agreement with the Guaranteed Party (any amount so relieved, the Guarantor “Reduction Amount”), the Cap shall be similarly relieved of its corresponding payment obligations under this Limited Guarantyreduced by the Reduction Amount; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be subject to the Guarantor’s Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees Notwithstanding any payment or payments made by an Obligor hereunder or any set-off or application of funds of an Obligor by any Lender, an Obligor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any collateral security or guarantee or right of offset held by any Lender for the payment of the Borrower’s Obligations until all amounts owing to the Guaranteed Creditor by the Borrower or its Subsidiaries on account of the Borrower’s Obligations that arise are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated, nor shall an Obligor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance or enforcement of the Guarantor’s obligations under or Borrower in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payments made by an Obligor hereunder until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent Creditor by the Borrower or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security its Subsidiaries on account of such claim, remedy or right, unless and until the Guaranteed Borrower’s Obligations shall have been are paid in fullfull (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated. If any amount shall be paid to the Guarantor in violation an Obligor on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the satisfaction Borrower’s Obligations shall not have been paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Guaranteed ObligationsCredit Agreement), such amount shall be received and held by such Obligor in trust for the benefit of Administrative Agent and the Guaranteed PartyLenders, shall be segregated from other property and funds of the Guarantor such Obligor, and shall shall, forthwith upon receipt by such Obligor, be paid or delivered turned over to the Guaranteed Party Administrative Agent in the same exact form as so received by such Obligor (with any necessary endorsement or assignment) duly indorsed by such Obligor to the Administrative Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower’s Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofAdministrative Agent may determine.

No Subrogation. The Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor hereby unconditionally and irrevocably agrees not shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, indemnifications or reimbursement from the existence, payment, performance Borrower or enforcement of the Guarantor’s obligations under any other Guarantor or other guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder in each case, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate until Payment in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullFull. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction Payment in full of the Guaranteed ObligationsFull, such amount shall be received and held by such Guarantor in trust for the benefit Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Guaranteed PartyCollateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations, whether due or to become due, in such order as the Collateral Agent may determine. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be segregated from other property junior and funds of subordinate to any rights the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder Collateral Agent or any breach by Secured Party may have against Borrower, to all right, title and interest the Guaranteed Collateral Agent or any Secured Party of may have in any of such collateral or security, and to any right the terms Collateral Agent or provisions hereofany Secured Party may have against such other guarantor.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Party, no Guarantor shall be entitled to enforce or otherwise exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect right of subrogation to any of the rights of any Guaranteed Obligations that arise from Party against either Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the existenceCollateral Trustee, payment, performance the Administrative Agent or enforcement any other Guaranteed Party for the payment of the Guarantor’s obligations under Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from either Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, Parties by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrowers on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been are paid in full, no Letter of Credit shall be outstanding (other than any Letter of Credit that has been cash collateralized in accordance with the Credit Agreement or supported with a back-to-back letter of credit reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsObligations shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as specified in the Credit Agreement or Collateral Trust Agreement, as applicable. If all Obligations due and owing shall have been paid in full, no Letter of Credit shall be outstanding (other than any Letter of Credit that has been cash collateralized in accordance with the Credit Agreement or supported with a back-to-back letter of credit reasonably acceptable to the relevant Issuing Lender) and the Commitments shall have been terminated, each of the Guaranteed PartyParties will, shall be segregated from other property at such Guarantor’s reasonable request and funds expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to such Guarantor of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party an interest in the same form as so received (with Obligations resulting from any necessary endorsement or assignment) payment made by such Guarantor pursuant to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Each Guarantor hereby unconditionally waives and irrevocably agrees that, until satisfaction of the Termination Requirements, it will not exercise or seek to exercise any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate the Total Obligations in any claim or remedy of accordance with the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullfollowing sentence. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud such claim, including the right to receive payments and distributions in respect thereof. Notwithstanding anything contained herein to the contrary, so long as no Event of Default has occurred and is continuing, each Guarantor may receive and collect all indebtedness and other obligations, whether now or willful misconduct hereafter existing, of the Guaranteed Party hereunder Borrower or any breach by the Guaranteed Party of any other Subsidiary of the terms or provisions hereofBorrower owing to such Guarantor including without limitation intercompany receivables.

No Subrogation. The Guarantor Jamex hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent Buyer or Merger Sub any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the GuarantorJamex’s obligations Guaranteed Obligations under or in respect of this Limited Guarantythe Guarantee or any other agreement in connection therewith, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution contribution, or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Bridger against Parent Buyer or Merger Subsuch other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent Buyer or Merger Subsuch other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the payment obligations contained in the Guaranteed Obligations and all other amounts payable under the Guarantee shall have been paid in fullfully satisfied. If any amount shall be paid to the Guarantor Jamex in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full in cash of the payment obligations contained in the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed PartyBridger, shall be segregated from other property and funds of the Guarantor Jamex and shall forthwith be paid or delivered to the Guaranteed Party Bridger in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to contained in the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct accordance with the terms of the Guaranteed Party hereunder BTS Transfer Document, whether matured or any breach by unmatured, or to be held as collateral for the payment obligations contained in the Guaranteed Party of any of the terms or provisions hereofObligations thereafter arising.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by Purchaser, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from rights of Purchaser against Borrower or any other Guarantor or any collateral security or guaranty or right of offset held by Purchaser for the existence, payment, performance or enforcement payment of the Guarantor’s obligations under Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy until all of the Guaranteed Party against Parent or Merger SubSecured Obligations are Paid in Full; provided that, whether or not no Guarantor shall exercise any such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, rights of subrogation at any time if the right to take or receive from Parent or Merger Sub, directly or indirectlyPurchaser (with their designees, in cash each case) have acquired all or other property any of the Collateral by credit bid or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullstrict foreclosure. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsSecured Obligations shall not have been Paid in Full or at any time until Purchaser (or their designees, in each case, as applicable) ceases to own all or any portion of the Collateral if such Person has acquired all or any of the Collateral by credit bid or strict foreclosure, such amount shall be received and held by such Guarantor in trust for Purchaser, segregated from the benefit funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Purchaser in the exact form received by such Guarantor (duly endorsed by such Guarantor to Purchaser, if required), to be applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 6.10 of this Agreement or such order as Purchaser shall determine in its discretion. Guarantor agrees that the execution of the Guaranteed Party, Guaranty shall not be segregated from other property and funds of the deemed to make Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved a “creditor” of any Grantor, and that for purposes of the Guaranteed Obligations under the Merger AgreementApplicable Insolvency Laws, the Guarantor shall not be similarly relieved deemed a “creditor” of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofsuch Grantor.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the Collateral Agent or any other Credit Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under Collateral Agent or any other Credit Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Credit Party for the payment of any of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from any Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, includingand notwithstanding the foregoing, without limitation, in the event that any right Guarantor possesses any such rights of subrogation, reimbursementcontribution, exonerationreimbursement or indemnification, contribution or indemnification all such rights shall in all respects be subordinated and any junior in right of payment, until all amounts owing to participate in any claim or remedy the Collateral Agent and the other Credit Parties by each of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrowers on account of such claim, remedy or right, unless and until the Guaranteed its Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in fullfull and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation, contribution, reimbursement or indemnification rights at any time prior to the satisfaction in full when any of the Guaranteed ObligationsBorrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of Collateral Agent and the Guaranteed Partyother Credit Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered transferred to the Guaranteed Party Agent’s Account (or as the Collateral Agent may otherwise direct) in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofAgent may determine.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the Credit Facility Administrative Agent, the L/C Facility Administrative Agent or any other Secured Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under Credit Facility Administrative Agent, the L/C Facility Administrative Agent or any other Secured Party against Parent Borrower, any Subsidiary Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Credit Facility Administrative Agent, the L/C Facility Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Parent Borrower, any Subsidiary Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationCredit Facility Administrative Agent, the right to take L/C Facility Administrative Agent and the other Secured Parties by Parent Borrower or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Subsidiary Borrower on account of such claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (or right, unless and until the Guaranteed Obligations shall not have been paid cash collateralized, or otherwise provided for in fulla manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior when all of the Borrower Obligations shall not have been paid in full in cash or any Letter of Credit shall be outstanding (and shall not have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the satisfaction in full applicable Issuing Lender) or any of the Guaranteed ObligationsCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of Credit Facility Administrative Agent, the Guaranteed PartyL/C Facility Administrative Agent and the other Secured Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party Credit Facility Administrative Agent or the L/C Facility Administrative Agent, as applicable, in the same exact form received by such Guarantor (duly indorsed by such Guarantor to the Credit Facility Administrative Agent or the L/C Facility Administrative Agent, as so received (with any necessary endorsement or assignment) applicable, if required), to be credited and held as collateral security for all of any Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well the Credit Facility Administrative Agent or the L/C Facility Administrative Agent, as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofapplicable, may determine.

No Subrogation. The Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor hereby unconditionally and irrevocably agrees not to exercise waives any claims or other rights that it Guarantor now has or may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations Borrower that arise from the existence, payment, performance or enforcement of the Guarantor’s 's obligations under or in respect of this Limited Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Lender against Parent Borrower or Merger Subany collateral that Lender now has or may acquire, whether or not such that claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent or Merger SubBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of that claim or other right. In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such claimsubrogation rights or rights of reimbursement, remedy exoneration, contribution or right, unless and until indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lender with respect to the Guaranteed Obligations shall have been paid Debt constitute a preference in fullfavor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. If any Any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the satisfaction in full of the Guaranteed Obligationsbenefit of, such amount shall be received and held in trust for the benefit of the Guaranteed Partyfor, shall be segregated from other property Lender and funds of the Guarantor and shall forthwith must immediately be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) Lender to be credited and applied to the Guaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or any collateral that Lender now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all amounts payable rights and defenses arising out of Lender's election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwiseY. To the extent permitted by Part 6 of Article 9 of the Uniform Commercial Code of Minnesota or of any other applicable jurisdiction ("Part 6"), Guarantor also waives the right to require Lender to comply with the provisions of Part 6 in connection with Lender's enforcement of any security interest securing the payment or performance of the Guaranteed Debt. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the Guarantor under this Limited Guaranty. Notwithstanding anything to California Code of Civil Procedure and Ythe Agreement and that the contrary contained waivers set forth in this Limited Guaranty or otherwise, the Guaranteed Party hereby Section are knowingly made in contemplation of those benefits. Guarantor agrees that Lender will incur no liability as a result of the commercially reasonable sale or other than disposition of all or any discharge portion of the Collateral at any public or release arising from the bankruptcy private sale or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: disposition. Guarantor waives (i) to the extent Parent permitted by law) any claims Guarantor may have against Lender arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price that Lender might have obtained at a public sale, or Merger Sub is relieved of any was less than the aggregate amount of the Guaranteed Obligations Debt, even if Lender accepts the first offer received and does not offer the Collateral to more than one offeree. Guarantor agrees that any sale of Collateral under the Merger Agreementterms of a Purchase Commitment, or any other disposition of Collateral arranged by Borrower, whether before or after the occurrence of an Event of Default, will be deemed to have been made in a commercially reasonable manner. Guarantor shall be similarly relieved acknowledges that Mortgage Loans are collateral of its corresponding payment obligations under this Limited Guaranty; a type that is the subject of widely distributed standard price quotations and (ii) the that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor shall waives any right Guarantor may have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct prior notice of the Guaranteed Party hereunder or any breach by the Guaranteed Party sale of any Pledged Securities, and agrees that Lender may purchase Pledged Loans and Pledged Securities at a private sale of the terms or provisions hereofsuch Collateral.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it he may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its his corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its his obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment or payments made by a Subsidiary Guarantor hereby unconditionally and irrevocably agrees not hereunder, no Subsidiary Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under CME Credit Guarantor against the Borrower or any guarantee or right of offset held by the CME Credit Guarantor for the payment of amounts owed by the Borrower and the Subsidiary Guarantors in respect of this Limited Guarantythe Guaranteed Obligations, including, without limitation, nor shall any right of subrogation, reimbursement, exoneration, Subsidiary Guarantor seek or be entitled to seek any contribution or indemnification and any right to participate reimbursement from the Borrower in any claim or remedy respect of the Guaranteed Party against Parent or Merger Sub, whether or not payments made by such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectlySubsidiary Guarantor hereunder, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and each case until the all Guaranteed Obligations shall have been (other than Unmatured Surviving Obligations) are paid in full. If any amount shall be paid to the any Subsidiary Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full, such amount shall be received held by the Subsidiary Guarantor for and held on behalf of, and to the extent possible under applicable law in trust for for, the benefit of the Guaranteed PartyCME Credit Guarantor, shall be segregated from other property and funds of the Subsidiary Guarantor and shall shall, forthwith upon receipt by the Subsidiary Guarantor, be paid or delivered turned over to the Guaranteed Party CME Credit Guarantor in the same exact form as so received by the Subsidiary Guarantor (with any necessary endorsement or assignment) duly endorsed by the Subsidiary Guarantor to the CME Credit Guarantor, if required), to be credited and applied against the Guaranteed Obligations. "Unmatured Surviving Obligations" of any Subsidiary Guarantor means any Guaranteed Obligations that by their terms survive the termination of the Reimbursement Agreement but are not, as of the date of payment of all amounts other Guaranteed Obligations, due and payable by the Guarantor under this Limited Guarantyand for which no outstanding claim has been made. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwiseherein, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency payments of Parent or Merger Sub principal and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed interest are not Unmatured Surviving Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise Notwithstanding any rights that it may now have payment or hereafter acquire against Parent payments by the US Borrower hereunder, or Merger Sub any set-off or application of funds of the US Borrower by the Administrative Agent or any Lender, or the receipt of any amounts by the Administrative Agent or any Lender with respect to any of the US Borrower Guaranteed Obligations, the US Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Canadian Borrower or any other guarantor or against any collateral security held by the Administrative Agent or any Lender for the payment of the US Borrower Guaranteed Obligations that arise nor shall the US Borrower seek any reimbursement from the existence, payment, performance Canadian Borrower or enforcement any of the Guarantor’s obligations under or other guarantors in respect of this Limited Guarantypayments made by the US Borrower in connection with the US Borrower Guaranteed Obligations, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the Administrative Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Lenders on account of such claim, remedy or right, unless and until the US Borrower Guaranteed Obligations shall have been are paid in fullfull and the Aggregate Commitment is terminated. If any amount shall be paid to the Guarantor in violation US Borrower on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the US Borrower Guaranteed ObligationsObligations shall not have been paid in full, such amount shall be received and held by the US Borrower in trust for the benefit of the Guaranteed PartyAdministrative Agent, shall be segregated from other property and funds of the Guarantor US Borrower, and shall shall, forthwith upon receipt by the US Borrower, be paid or delivered turned over to the Guaranteed Party Administrative Agent in the same exact form as so received by the US Borrower (with any necessary endorsement or assignmentduly endorsed by the US Borrower to the Administrative Agent, if required) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the US Borrower Guaranteed Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.set forth herein. 2270524.10 LIB: CHARLOTTE

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrowers or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from the existence, payment, performance Parties against any Borrower or enforcement of the any other Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exonerationindemnity, contribution or indemnification and reimbursement against the Borrowers or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrowers or any other Guarantor, or any benefit of, or any right to participate in in, any claim Collateral or remedy of the other security held by any Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, secure payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, in each case whether such amount claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that each Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Guaranteed Parties or resulting from such Subordinating Loan Party’s performance under the Guaranty or any other Loan Document, to the indefeasible payment in full in cash of all Secured Obligations. If the Guaranteed Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Guaranteed Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Guaranty. Without limitation of the foregoing, so long as no Default or Event of Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by Section 11.16 of the Credit Agreement or analogous provision under this Guaranty or any other Loan Document, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent. Additionally, in the event any of the Borrowers or any other Consolidated Entity becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed PartyParties and as attorney-in-fact for each Guarantor, shall be segregated from other property and funds is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrowers or such Consolidated Entity to any Guarantor and shall forthwith be paid or delivered in any such proceeding, each CHAR1\0000000x0 Guarantor hereby assigning to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against Administrative Agent all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against any Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from the existenceParties against any Borrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against any Borrower or any other Guarantor including rights of contribution as set forth in Section 1(c), any right to enforce any remedies of any Guaranteed Party against any Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrowers or any other Subsidiary of the Borrowers to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event any Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor with respect to such indebtedness and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of such Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigns to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Loan Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Loan Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor hereby unconditionally and irrevocably agrees not to exercise waives any claims or other rights that it Guarantor now has or may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations Borrower that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Lender against Parent Borrower or Merger Subany collateral that Lender now has or may acquire, whether or not such that claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent or Merger SubBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of that claim or other right. In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such claimsubrogation rights or rights of reimbursement, remedy exoneration, contribution or right, unless and until indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lender with respect to the Guaranteed Obligations shall have been paid Debt constitute a preference in fullfavor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. If any Any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the satisfaction in full of the Guaranteed Obligationsbenefit of, such amount shall be received and held in trust for the benefit of the Guaranteed Partyfor, shall be segregated from other property Lender and funds of the Guarantor and shall forthwith must immediately be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) Lender to be credited and applied to the Guaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or any collateral that Lender now has or may acquire may be destroyed by a nonjudicial foreclosure of the collateral. Without limiting the foregoing, Guarantor waives all amounts payable rights and defenses arising out of Lender’s election of remedies, even though that election of remedies (such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor’s rights of subrogation and reimbursement against Borrower. To the extent permitted by Part 6 of Article 9 of the Uniform commercial Code of Minnesota or of any other applicable jurisdiction (“Part 6”), Guarantor also waives the right to require Lender to comply with the provisions of Part 6 in connection with Lender’s enforcement of any security interest securing the payment or performance of the Guaranteed Debt. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the Guarantor under this Limited Guaranty. Notwithstanding anything to Agreement and that the contrary contained waivers set forth in this Limited Guaranty or otherwise, the Guaranteed Party hereby Section are knowingly made in contemplation of those benefits. Guarantor agrees that Lender will incur no liability as a result of the commercially reasonable sale or other than disposition of all or any discharge portion of the Collateral at any public or release arising from the bankruptcy private sale or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: disposition. Guarantor waives (i) to the extent Parent permitted by law) any claims Guarantor may have against Lender arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price that Lender might have obtained at a public sale, or Merger Sub is relieved of any was less than the aggregate amount of the Guaranteed Obligations Debt, even if Lender accepts the first offer received and does not offer the Collateral to more than one offeree. Guarantor agrees that any sale of Collateral under the Merger Agreementterms of a Purchase Commitment, or any other disposition of Collateral arranged by Borrower, whether before or after the occurrence of an Event of Default, will be deemed to have been made in a commercially reasonable manner. Guarantor shall be similarly relieved acknowledges that Mortgage Loans are collateral of its corresponding payment obligations under this Limited Guaranty; a type that is the subject of widely distributed standard price quotations and (ii) the that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor shall waives any right Guarantor may have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct prior notice of the Guaranteed Party hereunder or any breach by the Guaranteed Party sale of any Pledged Securities, and agrees that Lender may purchase Pledged Loans and Pledged Securities at a private sale of the terms or provisions hereofsuch Collateral.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or otherwise; provided, however, that a Subsidiary Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under any Debtor Relief Law and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger SubObligations; provided that at any time an Event of Default does not exist, whether or not payments and distributions may be paid to (and received by) such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullGuarantor. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally hereunder or any set-off or application of funds of any Guarantor by the Secured Parties, no Guarantor shall be entitled to and irrevocably agrees not to exercise each Guarantor waives each and every claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any rights that it may now have Borrower or hereafter acquire against Parent any Guarantor or Merger Sub with respect to any of its assets in connection with the Guaranteed Obligations that arise from guaranty under this Section 2 or the existenceperformance by such Guarantor of its obligations hereunder, paymentin each case whether such claim, performance right or enforcement of the Guarantor’s obligations remedy arises in equity, under contract, by statute, under common law or in respect of this Limited Guaranty, including, without limitation, otherwise and including (i) any right of subrogation, reimbursement, exoneration, contribution reimbursement or indemnification that such Guarantor now has or may hereafter have against any Borrower with respect to the Secured Obligations, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any Borrower, and (iii) any benefit of, and any right to participate in, any collateral security now or hereafter held by the Administrative Agent or any Secured Party, nor shall any Guarantor seek or be entitled to seek any contribution from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until after the Termination Date. Each Guarantor further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against any Borrower or against any collateral 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 Borrowers, to all right, title and interest any Secured Party may have in any claim or remedy of the Guaranteed such collateral security, and to any right any Secured Party may have against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullGuarantor. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence any such subrogation, reimbursement, indemnification or contribution rights at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Date, such amount shall be received and held in trust for the benefit Administrative Agent on behalf of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor Secured Parties and shall forthwith be paid or delivered over to the Guaranteed Party in Administrative Agent, for the same form as so received (with any necessary endorsement or assignment) ratable benefit of the Secured Parties, to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Secured Obligations, as well as any defenses whether matured or unmatured, in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of accordance with the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment made by any -------------- Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the US Administrative Agent or any Lender, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed rights of the US Administrative Agent or any US$ Lender or C$ Lender, as the case may be, against the Company or the Canadian Borrower, as the case may be, or any other Guarantor or any collateral security or guarantee or right of offset held by the US Administrative Agent or any US$ Lender or C$ Lenders, as the case may be, for the payment of the Company Obligations that arise or the Canadian Borrower Obligations, as the case may be, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance relevant Borrower or enforcement of the Guarantor’s obligations under or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, includinguntil all amounts owing to the US Administrative Agent and the US$ Lenders or the C$ Lenders, without limitationas the case may be, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of by the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security relevant Borrower on account of such claimthe Company Obligations or the Canadian Borrower Obligations, remedy or rightas the case may be, unless and until the Guaranteed Obligations shall have been are paid in full, no Bankers' Acceptance shall be outstanding and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of US Administrative Agent and the Guaranteed PartyUS$ Lenders or the C$ Lenders, shall be as the case may be, segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party US Administrative Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the US Administrative Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to Company Obligations, or the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Canadian Borrower Obligations, as well the case may be, whether matured or unmatured, in such order as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofUS Administrative Agent may determine.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by Collateral Agent or any Purchaser, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from rights of Collateral Agent or any Purchaser against Borrower or any other Guarantor or any collateral security or guaranty or right of offset held by Collateral Agent or any Purchaser for the existence, payment, performance or enforcement payment of the Guarantor’s obligations under Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy until all of the Guaranteed Party against Parent Secured Obligations are Paid in Full; provided that, no Guarantor shall exercise any such rights of subrogation at any time if the Collateral Agent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectlyany Purchaser (with their designees, in cash each case) have acquired all or other property any of the Collateral by credit bid or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullstrict foreclosure. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsSecured Obligations shall not have been Paid in Full or at any time until Collateral Agent or any Purchaser (or their designees, in each case, as applicable) ceases to own all or any portion of the Collateral if such Person has acquired all or any of the Collateral by credit bid or strict foreclosure, such amount shall be received and held by such Guarantor in trust for Collateral Agent and the benefit Purchasers, segregated from the funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Collateral Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to Collateral Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as Collateral Agent may determine unless otherwise specified in the Note Purchase Agreement. Guarantor agrees that the execution of the Guaranteed Party, Guaranty shall not be segregated from other property and funds of the deemed to make Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved a “creditor” of any Grantor, and that for purposes of the Guaranteed Obligations under the Merger AgreementApplicable Insolvency Laws, the Guarantor shall not be similarly relieved deemed a “creditor” of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofsuch Grantor.

No Subrogation. The Notwithstanding the satisfaction by the Parent Guarantor hereby unconditionally of any liability hereunder and irrevocably agrees not to exercise notwithstanding any rights that it may now have other term, provision or hereafter acquire against condition in the Note Purchase Agreement, the Transaction Documents or the Other Agreements until 370 days following the last payment or transfer by or on behalf of the Parent or Merger Sub Guarantor with respect to any of the Guaranteed Obligations that arise from obligations guaranteed hereby and all other sums due under the existenceNote Purchase Agreement, paymentother Transaction Documents and the Other Agreements (the "Period"), performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, Parent Guarantor shall not have any right of subrogation, reimbursementcontribution, exonerationreimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of the Co-Issuers or to any collateral for the Notes with respect to obligations owing to the Parent Guarantor arising out of the Parent Guarantor's performance of its obligations under this Guarantee. In connection with the foregoing, contribution or indemnification during the Period the Parent Guarantor expressly waives any and all rights of subrogation of the Noteholders against the Co-Issuers with respect to obligations owing to the Parent Guarantor arising out of the Parent Guarantor's performance of its obligations under this Guarantee, and the Parent Guarantor hereby waives any rights to enforce any remedy which the Noteholders may have against the Co-Issuers and any right to participate in any claim or remedy collateral for the Notes with respect to obligations owed to the Parent Guarantor arising out of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or Guarantor's performance under contract, statute or common law, including, this Guarantee. In addition to and without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other mannerway limiting the foregoing, payment during the Period the Parent Guarantor hereby subordinates any and all indebtedness of the Co-Issuers now or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid hereafter owed to the Parent Guarantor in violation arising out of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment Guarantor's performance of its obligations under this Limited Guaranty Guarantee to all indebtedness of the Co-Issuers to the Noteholders, and agrees with the Noteholders that would be available to the Parent and/or Merger Sub under Guarantor shall not demand or accept any payment of principal or interest from the Merger Agreement Co-Issuers with respect to such indebtedness, shall not claim any off-set or other reduction of the Guaranteed Obligations, as well as any defenses in respect Parent Guarantor's obligations hereunder because of any fraud or willful misconduct such indebtedness and shall not take any action to obtain any of the Guaranteed Party hereunder collateral from the Notes in satisfaction of any such indebtedness. Further, the Parent Guarantor shall not have any right of recourse against the Noteholders by reason of any action the Noteholders may take or any breach by omit to take under the Guaranteed Party provisions of this Guarantee or under the provisions of any of the terms Transaction Documents, the Agreement, the Other Agreements or provisions hereofthe Notes.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees Notwithstanding any payment or payments made by an Obligor hereunder or any set-off or application of funds of an Obligor by any Lender, an Obligor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any collateral security or guarantee or right of offset held by any Lender for the payment of the Borrower’s Obligations until all amounts owing to the Guaranteed Creditor by the Borrower or its Subsidiaries on account of the Borrower’s Obligations that arise are paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated, nor shall an Obligor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance or enforcement of the Guarantor’s obligations under or Borrower in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payments made by an Obligor hereunder until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent Creditor by the Borrower or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security its Subsidiaries on account of such claim, remedy or right, unless and until the Guaranteed Borrower’s Obligations shall have been are paid in fullfull (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Credit Agreement) and the total Commitments are terminated. If any amount shall be paid to the Guarantor in violation an Obligor on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the satisfaction Borrower’s Obligations shall not have been paid in full (or, in the case of any LC Exposure, cash collateralized in accordance with Section 2.05(j) of the Guaranteed ObligationsCredit Agreement), such amount shall be received and held by such Obligor in trust for the benefit of Administrative Agent and the Guaranteed PartyLenders, shall be segregated from other property and funds of the Guarantor such Obligor, and shall shall, forthwith upon receipt by such Obligor, be paid or delivered turned over to the Guaranteed Party Administrative Agent in the same exact form as so received by such Obligor (with any necessary endorsement or assignment) duly indorsed by such Obligor to the Administrative Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower’s Obligations, whether matured or unmatured, in such order as well as any defenses in respect the Administrative Agent may determine. Exhibit D -4- Form of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.Guaranty Agreement

No Subrogation. The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuaranty or any other agreement in connection therewith, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent or Merger Subsuch other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent or Merger Subsuch other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and any other amounts that may be payable under this Limited Guaranty shall have been paid in full, in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full full, in immediately available funds, of the Guaranteed Obligations, subject to the Cap, and any other amounts that may be payable under this Limited Guaranty, subject to the Cap, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from the other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all to the Guaranteed Obligations and any other amounts that may be payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment made by any -------------- Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the US Administrative Agent or any Lender, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed rights of the US Administrative Agent or any US$ Lender or C$ Lender, as the case may be, against the Company or the Canadian Borrower, as the case may be, or any other Guarantor or any collateral security or guarantee or right of offset held by the US Administrative Agent or any US$ Lender or C$ Lender, as the case may be, for the payment of the Company Obligations that arise or the Canadian Borrower Obligations, as the case may be, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance relevant Borrower or enforcement of the Guarantor’s obligations under or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, includinguntil all amounts owing to the US Administrative Agent and the US$ Lenders or the C$ Lenders, without limitationas the case may be, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of by the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security relevant Borrower on account of such claimthe Company Obligations or the Canadian Borrower Obligations, remedy or rightas the case may be, unless and until the Guaranteed Obligations shall have been are paid in full, no Bankers' Acceptance shall be outstanding and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of US Administrative Agent and the Guaranteed PartyUS$ Lenders or the C$ Lenders, shall be as the case may be, segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party US Administrative Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the US Administrative Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to Company Obligations, or the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Canadian Borrower Obligations, as well the case may be, whether matured or unmatured, in such order as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofUS Administrative Agent may determine.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally hereunder or any set-off or application of funds of any Guarantor by the Secured Creditors, no Guarantor shall be entitled to and irrevocably agrees not to exercise waives each and every claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any rights that it may now have Guarantor or hereafter acquire against Parent or Merger Sub with respect to any of its assets in connection with the Guaranteed Obligations that arise from guaranty under this Section 2 or the existenceperformance by such Guarantor of its obligations hereunder, paymentin each case whether such claim, performance right or enforcement of the Guarantor’s obligations remedy arises in equity, under contract, by statute, under common law or in respect of this Limited Guaranty, including, otherwise and including without limitation, limitation (i) any right of subrogation, reimbursement, exoneration, contribution reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Secured Obligations, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Secured Creditor now has or may hereafter have against the Borrower, and (iii) any benefit of, and any right to participate in, any collateral security now or hereafter held by the Administrative Agent or any Secured Creditor, nor shall any Guarantor seek or be entitled to seek any contribution from the Borrower or any other Guarantor in any claim or remedy respect of payments made by such Guarantor hereunder, until, in each case, all amounts owing to the Secured Creditors by the Borrower on account of the Guaranteed Party against Parent Secured Obligations are indefeasibly paid in full, all Letters of Credit shall have expired, been cancelled or Merger Sub, whether or not such claim, remedy or right arises cash collateralized in equity or under contract, statute or common law, accordance with Section 2.22(g) of the Credit Agreement and the Commitments (including, without limitationimitation, any LC Commitment) are terminated. Each Guarantor further agrees that, to the right extent the waiver or agreement to take withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or receive from Parent voidable for any reason, any rights of subrogation, reimbursement or Merger Subindemnification such Guarantor may have against the Borrower or against any collateral security, directly or indirectlyand any rights of contribution such Guarantor may have against any such other Guarantor, in cash or other property or by set-off or shall be junior and subordinate to any rights any Secured Creditor may have against the Borrower, to all right, title and interest any Secured Creditor may have in any such collateral security, and to any right any Secured Creditor may have against such other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullGuarantor. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence any such subrogation, reimbursement, indemnification or contribution rights at any time prior to the satisfaction when all Secured Obligations shall not have been finally and indefeasibly paid in full of the Guaranteed Obligationsfull, such amount shall be received and held in trust for the benefit Administrative Agent on behalf of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor Secured Creditors and shall forthwith be paid or delivered over to the Guaranteed Party in Administrative Agent, for the same form as so received (with any necessary endorsement or assignment) ratable benefit of the Secured Creditors, to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Secured Obligations, as well as any defenses whether matured or unmatured, in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of accordance with the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent one or Merger Sub both of the Buyer Parties or any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent one or both of the Buyer Parties or any other Person interested in the transactions contemplated by the Merger SubAgreement liable with respect to any of the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent one or Merger Subboth of the Buyer Parties or any other Person liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and Prevailing Party Costs, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantor shall have the right to cause any other Person to satisfy its payment obligations to the Company under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantor of its obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full in cash of the Guaranteed ObligationsObligations and Prevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained Obligations and Prevailing Party Costs, if applicable, in this Limited Guaranty or otherwise, accordance with the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency terms of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall whether matured or unmatured, or to be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligationsheld as collateral for any Obligations or Prevailing Party Costs, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofif applicable, thereafter arising.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 2(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or otherwise; provided, however, that a Subsidiary Guarantor may enforce the rights of contribution set forth in Section 2(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under any Debtor Relief Law and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger SubObligations; provided that at any time an Event of Default does not exist, whether or not payments and distributions may be paid to (and received by) such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullGuarantor. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Until all Obligations of Tenant under the Lease have been satisfied and discharged in full, Guarantor hereby unconditionally shall have no right of subrogation and irrevocably agrees not waives any right to exercise enforce any rights that it remedy which Guarantor now has or may now hereafter have against Tenant or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existenceTenant’s assets (including any such remedy of Landlord) and any benefit of, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in, any security now or hereafter held by Landlord with respect to the Lease. (8)Agreement to Comply with terms of Lease. Guarantor hereby agrees (a) to comply with all terms of the Lease applicable to it hereunder in respect of the Obligations, (b) that it shall take no action, and that it shall not omit to take any action, which action or omission, as applicable, would cause a breach of the terms of the Lease and (c) that it shall not commence an involuntary proceeding or file an involuntary petition in any claim or remedy court of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: competent jurisdiction seeking (i) to the extent Parent relief in respect of Tenant or Merger Sub is relieved of any of its Subsidiaries, or of a substantial part of the Guaranteed Obligations property or assets of Tenant or any of its Subsidiaries, under the Merger AgreementBankruptcy Code, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law or (ii) the Guarantor shall have all defenses to the payment appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Tenant or any of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud Subsidiaries or willful misconduct for a substantial part of the Guaranteed Party hereunder property or assets of Tenant or any breach by the Guaranteed Party of any of the terms or provisions hereof.its Subsidiaries. (9)

No Subrogation. The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent the Newco Parties or Merger Sub any other Person liable with respect to any of the Guaranteed Obligations Obligation that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent the Newco Parties or any other Person interested in the transactions contemplated by the Merger SubAgreement liable with respect to the Obligation, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent the Newco Parties or Merger Subany other Person liable with respect to the Obligation, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations Obligation, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantor shall have the right to cause any other Person to satisfy its payment obligations to the Company under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantor of its obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full in cash of the Guaranteed ObligationsObligation, if applicable, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained Obligation, if applicable, in this Limited Guaranty or otherwise, accordance with the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency terms of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed ObligationsObligation, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofif applicable, thereafter arising.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by any Co-Collateral Agent or any other Credit Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from rights of any Co-Collateral Agent or any other Credit Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Co-Collateral Agents or enforcement any other Credit Party for the payment of any of the Guarantor’s obligations under Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from any Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, includingand notwithstanding the foregoing, without limitation, in the event that any right Guarantor possesses any such rights of subrogation, reimbursementcontribution, exonerationreimbursement or indemnification, contribution or indemnification all such rights shall in all respects be subordinated and any junior in right of payment, until all amounts owing to participate in any claim or remedy the Co-Collateral Agents and the other Credit Parties by each of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrowers on account of such claim, remedy or right, unless and until the Guaranteed its Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full, no Letter of Credit shall be outstanding (unless the same has been Cash Collateralized or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation, contribution, reimbursement or indemnification rights at any time prior to the satisfaction in full when any of the Guaranteed ObligationsBorrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of Co-Collateral Agents and the Guaranteed Partyother Credit Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered transferred to the Guaranteed Party Agent’s Account (or as the Co-Collateral Agents may otherwise direct) in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofAgent may determine.

No Subrogation. The Guarantor Contribution, Reimbursement or Indemnity. Notwithstanding anything to the contrary in this Section 10, Details hereby unconditionally and irrevocably agrees not to exercise any waives all rights that it may now have or hereafter acquire against Parent or Merger Sub arisen in connection with respect the guarantee contained in this Section 10 to be subrogated to any of the Guaranteed Obligations that arise from rights (whether contractual, under the existenceUnited States Bankruptcy Code (or similar action under any successor law or under any comparable law), paymentincluding Section 509 thereof, performance under common law or enforcement otherwise) of the Guarantor’s obligations under Administrative Agent or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution Lender against DCI or indemnification and against the Administrative Agent or any right to participate in any claim or remedy Lender for the payment of the Guaranteed Party against Parent or Merger SubDCI Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed DCI Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. If Details hereby further irrevocably waives all contractual, common law, statutory and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against DCI or any other Person that may have arisen in connection with the guarantee contained in this Section 10, until the DCI 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 DCI Obligations remain outstanding, if any amount shall be paid by or on behalf of DCI to the Guarantor in violation Details on account of any of the immediately preceding sentence at any time prior to the satisfaction rights waived in full of the Guaranteed Obligationsthis Section 10.2, such amount shall be received and held by Details in trust for the benefit of the Guaranteed Partytrust, shall be segregated from other property and funds of the Guarantor Details, and shall shall, forthwith upon receipt by Details, be paid or delivered turned over to the Guaranteed Party Administrative Agent in the same exact form as so received by Details (with any necessary endorsement or assignment) duly indorsed by Details to the Administrative Agent, if required), to be credited and applied against all amounts payable by the Guarantor under DCI Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Limited Guaranty. Notwithstanding anything to Section 10.2 shall survive the contrary term of the guarantee contained in this Limited Guaranty or otherwise, Section 10 and the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any payment in full of the Guaranteed DCI Obligations under and the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct termination of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofCommitments.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the ABL Collateral Agent or any other Secured Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under ABL Collateral Agent or any other Secured Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the ABL Collateral Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the ABL Collateral Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, other Secured Parties by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrowers on account of such claimthe Borrower Obligations are paid in full in cash, remedy or right, unless and until the Guaranteed Obligations no Letter of Credit shall be outstanding (except for Letters of Credit that have been paid cash collateralized in fulla manner satisfactory to the Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the satisfaction Borrower Obligations shall not have been paid in full in cash or any Letter of Credit shall remain outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to Issuing Lender) or any of the Guaranteed ObligationsCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of ABL Collateral Agent and the Guaranteed Partyother Secured Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party ABL Collateral Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly endorsed by such Guarantor to the ABL Collateral Agent, if required), to be credited and held as collateral security for all of the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofABL Collateral Agent may determine.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees that, until satisfaction of the Termination Requirements, it will not exercise or seek to exercise any rights claim or right that it may now have against the Company or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceCompany or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Company or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Company or any other Guarantor, or any benefit of, or any right to participate in, any collateral or other security, if any, held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Company or any other Subsidiary of the Company to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Noncompliance, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Parties, or any Person duly appointed thereby, in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Investment Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Company or any other Company Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Required Investors may appoint a Person (which may be an Investor) who shall be entitled at its option, on behalf of the Guaranteed Parties and as well as attorney in fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Company or such Company Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Required Investors or any Person duly appointed thereby, all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Notwithstanding any payment or payments by Guarantor hereby unconditionally and irrevocably agrees hereunder or any set-off or application of funds of Guarantor by Lender, Guarantor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existencerights of Lender against Borrower, payment, performance any other Obligor or enforcement any other Person or guarantee or right of offset held by Lender of the Guarantor’s obligations under payment of the Guaranteed Indebtedness, nor shall Guarantor seek or be entitled to any reimbursement or contribution from Borrower, any other Obligor, or any other Person in respect of this Limited Guarantypayments made by Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy Lender by Borrower on account of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been Indebtedness are indefeasibly paid in fullfull in cash. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsIndebtedness has not been indefeasibly paid in full in cash, such amount shall be received and held by Guarantor in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of Guarantor, and shall, immediately upon receipt by Guarantor, be turned over to Lender in the exact form received by Guarantor and shall forthwith (duly endorsed by Guarantor to Lender, if required), to be paid or delivered to applied against the Guaranteed Party Indebtedness, whether matured or unmatured, in the same form such order as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited GuarantyLender may determine. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. EXECUTED as of the Guaranteed Obligations under date first above written. GUARANTOR: AMERICARE BENEFITS, INC. By:/s/ Xxxxxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxxx Print Title: Sr. Vice President and Treasurer FIRST RESTATED GUARANTY AGREEMENT THIS FIRST RESTATED GUARANTY AGREEMENT (“Guaranty”) is made as of July 6, 2004, by Guarantor (as hereinafter defined) for the Merger Agreement, the Guarantor shall be similarly relieved benefit of its corresponding payment obligations under this Limited Guaranty; and Lender (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofhereinafter defined).

No Subrogation. The Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor hereby unconditionally and irrevocably agrees not shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of the Guaranteed Obligations that arise Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, exoneration, indemnity, subrogation or reimbursement, or any other similar claim, from the existenceBorrower, paymentany other Guarantor, performance or enforcement any other guarantor of the Guarantor’s obligations under or Obligations in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the Collateral Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, other Secured Parties by the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Credit Parties on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been under the Credit Documents are paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full of when all the Guaranteed ObligationsObligations shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of Collateral Agent and the Guaranteed Partyother Secured Parties, shall be segregated from other property and funds of the Guarantor and shall such Guarantor, and shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party Collateral Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Collateral Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited GuarantyGuaranteed Obligations, whether due or to become due, in such order as the Collateral Agent may determine. Notwithstanding anything to the contrary contained in this Limited Guaranty Guarantee, no Guarantor shall exercise any rights of contribution, exoneration, indemnity, subrogation or otherwisereimbursement, or any other similar claim, and shall not proceed or seek recourse against or with respect to any property or asset of the Guaranteed Party hereby agrees that Borrower, any other than Guarantor, or any discharge or release arising from other guarantor of the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: Obligations (i) to the extent Parent or Merger Sub is relieved of any including after payment in full of the Guaranteed Obligations) if all or any portion of the Obligations under has been satisfied in connection with an exercise of remedies in respect of the Merger Equity Interests of the Borrower, such Guarantor, or such other guarantor whether pursuant to the Security Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed ObligationsPledge Agreement, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofotherwise.

No Subrogation. The Notwithstanding any payment or payments made by any Guarantor hereunder or any setoff or application of funds of such Guarantor by any Guaranteed Party, until such time as the Guaranteed Obligations are fully paid and performed, no Guarantor shall be entitled to and each Guarantor hereby irrevocably and unconditionally waives any and irrevocably agrees not to exercise any all rights that it may now have or hereafter acquire against Parent obtain, by reason of the performance of the terms and provisions of this Guaranty, to succeed to or Merger Sub with respect be subrogated to any of the rights of any Guaranteed Obligations that arise from Party against the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitationBorrower, any other Guarantor or any Collateral, security or guarantee or right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy setoff held by such Guaranteed Party for the payment of the Guaranteed Party against Parent Obligations pursuant to the Credit Agreement or Merger Subotherwise. Until such time as the Guaranteed Obligations are fully paid and performed in full, whether or not such claimeach Guarantor hereby further irrevocably waives all contractual, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash statutory or other property rights of reimbursement, contribution, exoneration or by set-off indemnity (or in any similar right) from or against the Borrower, any other manner, payment Guarantor or security on account of such claim, remedy or right, unless and until any other Person which may have arisen in connection with this Guaranty. So long as the Guaranteed Obligations shall have been paid in full. If remain outstanding, if any amount shall be paid by or on behalf of the Borrower to any Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by such Guarantor in trust, segregated from other funds of such Guarantor, be turned over to the Security Trustee in the exact form received by such Guarantor in violation (duly endorsed by such Guarantor to the Security Trustee for the benefit of the immediately preceding sentence at any time prior other Guaranteed Parties, if required), to be applied against the satisfaction Guaranteed Obligations, whether matured or unmatured, in reverse order of maturity. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Guaranteed Obligations, such amount shall be received Obligations and held in trust for the benefit termination of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited GuarantyLoan Documents. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.EXHIBIT F

No Subrogation. The Notwithstanding any payment or payments made by each Subsidiary Guarantor hereby unconditionally and irrevocably agrees not hereunder, no Subsidiary Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations that arise Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from the existence, payment, performance Company or enforcement of the Guarantor’s obligations under or any other Subsidiary Guarantor in respect of this Limited Guarantypayments made by such Subsidiary Guarantor hereunder, includinguntil all amounts owing to the Trustee and the Holders by the Company on account of the Guaranteed Obligations are paid in full. Each Subsidiary Guarantor further agrees that, without limitation, any right to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, exoneration, contribution reimbursement or indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Subsidiary Guarantor may have against the Company or against any collateral or security, and any rights of contribution such Subsidiary Guarantor may have against any other Subsidiary Guarantor, shall be junior and subordinate to any rights the Trustee and the Holders and may have against the Company, to all right, title and interest the Trustee and the Holders may have in any such collateral or security, and to any right to participate in any claim or remedy of the Guaranteed Party Trustee and the Holders may have against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullSubsidiary Guarantor. If any amount shall be paid to the any Subsidiary Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsObligations shall not have been paid in full, such amount shall be received and held by such Subsidiary Guarantor in trust for the benefit of Trustee and the Guaranteed PartyHolders, shall be segregated from other property and funds of the Guarantor such Subsidiary Guarantor, and shall shall, forthwith upon receipt by such Subsidiary Guarantor, be paid or delivered turned over to the Guaranteed Party Trustee in the same exact form as so received by such Subsidiary Guarantor (with any necessary endorsement or assignment) duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment or payments made by a Subsidiary Guarantor hereby unconditionally and irrevocably agrees not hereunder, no Subsidiary Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under CME Credit Guarantor against CME Ltd or any guarantee or right of offset held by the CME Credit Guarantor for the payment of amounts owed by CME Ltd and the Subsidiary Guarantors in respect of this Limited Guarantythe Guaranteed Obligations, including, without limitation, nor shall any right of subrogation, reimbursement, exoneration, Subsidiary Guarantor seek or be entitled to seek any contribution or indemnification and any right to participate reimbursement from CME Ltd in any claim or remedy respect of the Guaranteed Party against Parent or Merger Sub, whether or not payments made by such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectlySubsidiary Guarantor hereunder, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and each case until the all Guaranteed Obligations shall have been (other than Unmatured Surviving Obligations) are paid in full. If any amount shall be paid to the any Subsidiary Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full, such amount shall be received held by the Subsidiary Guarantor for and held on behalf of, and to the extent possible under applicable law in trust for for, the benefit of the Guaranteed PartyCME Credit Guarantor, shall be segregated from other property and funds of the Subsidiary Guarantor and shall shall, forthwith upon receipt by the Subsidiary Guarantor, be paid or delivered turned over to the Guaranteed Party CME Credit Guarantor in the same exact form as so received by the Subsidiary Guarantor (with any necessary endorsement or assignment) duly endorsed by the Subsidiary Guarantor to the CME Credit Guarantor, if required), to be credited and applied against the Guaranteed Obligations. "Unmatured Surviving Obligations" of any Subsidiary Guarantor means any Guaranteed Obligations that by their terms survive the termination of the Reimbursement Agreement but are not, as of the date of payment of all amounts other Guaranteed Obligations, due and payable by the Guarantor under this Limited Guarantyand for which no outstanding claim has been made. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwiseherein, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency payments of Parent or Merger Sub principal and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed interest are not Unmatured Surviving Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent the Borrower or Merger Sub with respect to any of the Guaranteed Obligations other insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations Borrower's Liabilities under or in respect of this Limited Guaranty, the Purchase Agreement, the Debentures, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Agent or the Lenders against Parent the Borrower or Merger Subany other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent the Borrower or Merger Subany other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullSecurity Interest Termination Date. If any amount shall be paid to the any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction indefeasible payment in full in cash of the Guaranteed ObligationsBorrower's Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Guaranteed PartyLenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against to the Borrower's Liabilities and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Debentures and the Purchase Agreement, or to be held as collateral for any Borrower's Liabilities or other amounts payable under this Guaranty thereafter arising. Upon the Security Interest Termination Date, except in the case of a Reinstatement Event (as defined below), the Agent and the Lenders will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Borrower's Liabilities resulting from such payment made by the Guarantor under pursuant to this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment or payments made by either of the Guarantors hereunder or any set-off or application of funds of either of the Guarantors by any Noteholder, no Guarantor hereby unconditionally and irrevocably agrees not shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of any Noteholder against the Company, either Guarantor or any other guarantor or any guarantee or right of offset held by any Noteholder for the payment of the Guaranteed Obligations that arise Prepayment Obligations, nor shall either Guarantor seek or be entitled to seek any contribution, reimbursement, restitution or reimbursement from the existence, payment, performance Company or enforcement of the Guarantor’s obligations under or any Subsidiary Guarantor in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate payments made by such Guarantor hereunder (except as provided in any claim or remedy Section 4(b) of the Guaranteed Party against Parent or Merger SubSecond Amendment), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, until all amounts owing to the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or Noteholders by set-off or in any other manner, payment or security the Company on account of the Obligations are paid in full (other than contingent reimbursement and indemnification claims in respect of which no claim for payment has been asserted in writing by the Person claiming to hold such claim) and, remedy except to the extent of payments permitted by Section 4(b) of the Second Amendment, will not prove any claim in competition with the Noteholders in respect of any payment hereunder in any bankruptcy, insolvency or right, unless and until the Guaranteed Obligations shall have been paid in fullreorganization case or proceedings of any nature. If any amount shall be paid to the either Guarantor in violation on account of such subrogation rights (it being expressly understood that payments permitted by Section 4(b) of the immediately preceding sentence Second Amendment shall not constitute payments on account of such subrogation rights) at any time prior to when all of the satisfaction Obligations shall not have been paid in full (other than contingent reimbursement and indemnification claims in respect of which no claim for payment has been asserted in writing by the Guaranteed ObligationsPerson claiming to hold such claim), such amount shall be received and held by such Guarantor in trust for the Noteholders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Trustee for the benefit of the Guaranteed PartyNoteholders in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Collateral Trustee, shall if required), to be segregated from other property and funds applied against amounts due under this Agreement, pro rata, based on the respective principal amount of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable Notes held by the Noteholders. Each Guarantor under this Limited Guaranty. Notwithstanding anything hereby waives any benefit of and any right to participate in any collateral security which may be held by the contrary contained in this Limited Guaranty Collateral Trustee or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses Noteholder in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofObligations.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent Investor or Merger Sub any other Person primarily or secondarily liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, Guarantee including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Parties against Parent any other Person primarily or Merger Subsecondarily liable with respect to any of the Obligations (it being understood and agreed that the provisions of this Guarantee preclude the assertion by the Company of any such claim or remedy against Investor or any Guarantor Affiliate, as defined below), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Investor or Merger Subany other Person primarily or secondarily liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, in each case unless and until all of the Guaranteed Obligations and all other amounts payable under this Limited Guarantee shall have been paid in fullfull in cash up to the Cap. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligationssentence, such amount shall be received and held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Parties in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all to the amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofGuarantee.

No Subrogation. The Notwithstanding any payment made by any Grantor hereunder or any set-off or application of funds of any Guarantor hereby unconditionally and irrevocably agrees not by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of the Guaranteed Obligations that arise Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance Borrower or enforcement of the Guarantor’s obligations under or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification until all amounts owing to the Collateral Agent and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Secured Parties on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been indefeasibly paid in fullfull in cash (other than contingent or indemnification obligations not then asserted or due). If any amount shall be paid to the Guarantor in violation any Grantor on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction when all of such Guaranteed Obligations shall not have been paid in full of the Guaranteed Obligationsfull, such amount shall be received and held by such Grantor in trust for the benefit of Collateral Agent and the Guaranteed Partyother Secured Parties, shall be segregated from other property and funds of the Guarantor such Grantor, and shall shall, forthwith upon receipt by such Grantor, be paid or delivered turned over to the Guaranteed Party Collateral Agent in the same exact form as so received by such Grantor (with any necessary endorsement or assignment) duly indorsed by such Grantor to the Collateral Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited GuarantyGuaranteed Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine. Notwithstanding anything to the contrary contained in this Limited Guaranty Agreement, if all or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any portion of the Guaranteed Obligations under have been satisfied in connection with an exercise of remedies in respect of the Merger AgreementEquity Interests of any Loan Party (“Foreclosed Loan Party”), the Guarantor shall be similarly relieved no Loan Party may, at any time, exercise any rights of its corresponding payment obligations under this Limited Guaranty; subrogation, contribution, indemnity, reimbursement or other similar rights against, and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement may not proceed or seek recourse against or with respect to such Foreclosed Loan Party and/or any property or asset thereof, whether pursuant to this Agreement or otherwise, including after indefeasible payment in full in cash of the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Parent, Merger Sub or any other Person liable with respect to any of the Guaranteed Applicable Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations obligation under or in respect of this Limited GuarantyGuarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent Parent, Merger Sub or Merger Subsuch other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Parent, Merger Sub or Merger Subsuch other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Applicable Obligations and any other amounts that may be payable under Section 12 of this Limited Guarantee shall have been paid in fullfull in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsApplicable Obligations and any other amounts that may be payable under Section 12 of this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all to the Obligations and any other amounts that may be payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to Guarantee, in accordance with the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any terms of the Guaranteed Merger Agreement and herewith, whether matured or unmatured, or to be held as collateral for the Applicable Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations or other amounts payable under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofGuarantee thereafter arising.

No Subrogation. The Guarantor Notwithstanding any payment or payments made by the Guarantors hereunder, or any set-off or application of funds of the Guarantors by the Beneficiaries, the Guarantors hereby unconditionally and irrevocably agrees not to exercise waive any claim or other rights that it they may now have or hereafter acquire against Parent RTM, Parent, Holdco, RTM Management, Newco One or Merger Sub with respect to Newco Two, as the case may be, or any of the Guaranteed Obligations other insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s Guarantors' obligations under this Guaranty or in respect of this Limited Guarantyany other Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Beneficiaries against Parent RTM, Parent, Holdco, RTM Management, Newco One or Merger SubNewco Two, as the case may be, or any other insider guarantor or any collateral security, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent RTM, Parent, Holdco, RTM Management, Newco One or Merger SubNewco Two, as the case may be, or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligationssentence, such amount shall be received and held by such Guarantor in trust for the benefit of the Guaranteed PartyBeneficiaries, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party Beneficiaries in the same exact form as received by such Guarantor (duly endorsed by such Guarantor to the Beneficiaries, if so received (with any necessary endorsement or assignment) requested by the Beneficiaries), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofBeneficiaries may determine.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herebythat: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations under the Merger AgreementAgreement by the satisfaction thereof or pursuant to any agreement with the Guaranteed Party (any amount so relieved, the Guarantor “Reduction Amount”), the Cap shall be similarly relieved reduced by an amount equal to the product of its corresponding payment obligations under this Limited Guarantythe Reduction Amount multiplied by the Guaranteed Percentage; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be subject to the Guarantor’s Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under Administrative Agent or any other Secured Party against Parent Borrower, any Subsidiary Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Parent Borrower, any Subsidiary Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, until all amounts owing to the Administrative Agent and the other Secured Parties by Parent Borrower or any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Subsidiary Borrower on account of such claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (or right, unless and until the Guaranteed Obligations shall not have been paid cash collateralized, or otherwise provided for in fulla manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior when all of the Borrower Obligations shall not have been paid in full in cash or any Letter of Credit shall be outstanding (and shall not have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the satisfaction in full applicable Issuing Lender) or any of the Guaranteed ObligationsCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of Administrative Agent and the Guaranteed Partyother Secured Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party Administrative Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Administrative Agent, if required), to be credited and held as collateral security for all of any Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofAdministrative Agent may determine.

No Subrogation. The Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor hereby unconditionally and irrevocably agrees not to exercise waives any claims or other rights that it Guarantor now has or may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations Borrower that arise from the existence, payment, performance or enforcement of the Guarantor’s 's obligations under or in respect of this Limited Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Lenders against Parent Borrower or Merger Subany collateral that Lenders now has or may acquire, whether or not such that claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent or Merger SubBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of that claim or other right. In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such claimsubrogation rights or rights of reimbursement, remedy exoneration, contribution or right, unless and until indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lenders with respect to the Guaranteed Obligations shall have been paid Debt constitute a preference in fullfavor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lenders. If any Any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the satisfaction in full of the Guaranteed Obligationsbenefit of, such amount shall be received and held in trust for the benefit of the Guaranteed Partyfor, shall be segregated from other property Lenders and funds of the Guarantor and shall forthwith must immediately be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) Lenders to be credited and applied against all amounts payable by to the Guarantor under this Limited GuarantyGuaranteed Debt, whether matured or unmatured. Notwithstanding anything to the contrary contained in this Limited Guaranty blanket waiver of subrogation rights set forth above, Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or otherwise, the Guaranteed Party hereby agrees any collateral that other than any discharge Lenders now has or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any may acquire may be destroyed by a nonjudicial foreclosure of the Guaranteed Obligations under collateral. Without limiting the Merger Agreementforegoing, the Guarantor shall be similarly relieved waives all rights and defenses arising out of its corresponding payment obligations under this Limited Guaranty; and Lenders' election of remedies, even though that election of remedies (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement such as a nonjudicial foreclosure with respect to the security for any Guaranteed Obligations, as well as any defenses in respect Debt) may destroy Guarantor's rights of any fraud or willful misconduct subrogation and reimbursement against Borrower by operation of Section 580d of the Guaranteed Party hereunder California Code of Civil Procedure or any breach otherwise. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the Guaranteed Party California Code of any Civil Procedure and the Agreement and that the waivers set forth in this Section are knowingly made in contemplation of the terms or provisions hereofthose benefits.

No Subrogation. The Notwithstanding (a) any payment made by the Guarantor hereby unconditionally and irrevocably agrees hereunder, (b) any set-off or application of funds of the Guarantor by the Agent or any Lender, or (c) any application by the Agent or any Lender of any other assets of the Guarantor subject to Liens granted by the Guarantor as security for the Guaranteed Obligations, the Guarantor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the rights of the Agent or any Lender against the Borrower, any other Credit Party or any collateral security or guarantee or right of offset held by the Agent or any Lender for the payment of the Guaranteed Obligations that arise Obligations, nor shall the Guarantor seek or be entitled to any contribution or reimbursement from the existence, payment, performance Borrower or enforcement of the Guarantor’s obligations under or any other Credit Party in respect of payments made by the Guarantor hereunder (such rights described in this Limited Guarantyclause (a), includingcollectively, without limitationthe “Guarantor Subrogation Rights”), any in each case until the Paid in Full Date. Without limiting the foregoing: (i) all Guarantor Subrogation Rights shall be expressly subordinated in right and time of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate the payment in any claim or remedy full in cash of the Guaranteed Party against Parent Obligations (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) and all Letter of Credit Obligations have been discharged or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, cash collateralized; (ii) if any amount shall be paid to the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Guarantor on account of such claimGuarantor Subordination Rights at any time prior to or within one hundred twenty-three (123) days after the Paid in Full Date, remedy such amount shall be promptly turned over to the Agent and held by the Agent until the date that is one hundred twenty-three (123) days after the Paid in Full Date and, upon expiration of such one hundred twenty-three (123) day period shall be turned over to the Guarantor (without representation (except as to the absence of Liens created by the Agent) or rightrecourse), unless during such one hundred twenty-three (123) day period (a) any preference, avoidance or similar claim is made upon the Agent or any Lender in respect of the Loan Documents, or (b) any Insolvency Proceeding in respect of any Credit Party is commenced, in any of which events the Paid in Full Date shall be deemed not to have occurred and the Agent shall continue to hold such cash, securities or other property until such claim is resolved to the Guaranteed satisfaction of the Agent or, in the case of any Insolvency Proceeding, such Insolvency Proceeding is completed and any such claim made in connection with such Insolvency Proceeding is resolved to the satisfaction of the Agent. The Agent may apply such cash, securities or other property to such claim or any Obligations shall have been paid in fullreinstated as a consequence of such claim or Insolvency Proceeding. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence such Guarantor Subrogation Rights at any time prior to the satisfaction Paid in full of the Guaranteed ObligationsFull Date, such amount shall be received and held by the Guarantor in trust for the benefit of Agent and the Guaranteed PartyLenders, shall be segregated from other property and funds of the Guarantor Guarantor, and shall shall, forthwith upon receipt by the Guarantor, be paid or delivered turned over to the Guaranteed Party Agent in the same exact form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything (duly endorsed by the Guarantor to the contrary contained Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine. The agreements in this Limited Section 2.2 shall survive the Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofTermination Date.

No Subrogation. The Until the Guaranteed Debt has been irrevocably paid and performed in full, Guarantor hereby unconditionally and irrevocably agrees not to exercise waives any claims or other rights that it Guarantor now has or may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations Borrower that arise from the existence, payment, performance or enforcement of the Guarantor’s 's obligations under or in respect of this Limited Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Lender against Parent Borrower or Merger Subany collateral that Lender now has or may acquire, whether or not such that claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from Parent or Merger SubBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of that claim or other right. In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such claimsubrogation rights or rights of reimbursement, remedy exoneration, contribution or right, unless and until indemnity to the extent any such rights give rise to a claim under the U.S. Bankruptcy Code that payments or transfers to Lender with respect to the Guaranteed Obligations shall have been paid Debt constitute a preference in fullfavor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. If any Any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the satisfaction in full of the Guaranteed Obligationsbenefit of, such amount shall be received and held in trust for the benefit of the Guaranteed Partyfor, shall be segregated from other property Lender and funds of the Guarantor and shall forthwith must immediately be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) Lender to be credited and applied against all amounts payable by to the Guarantor under this Limited GuarantyGuaranteed Debt, whether matured or unmatured. Notwithstanding anything to the contrary contained in this Limited Guaranty blanket waiver of subrogation rights set forth above, Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or otherwise, the Guaranteed Party hereby agrees any collateral that other than any discharge Lender now has or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any may acquire may be destroyed by a nonjudicial foreclosure of the Guaranteed Obligations under collateral. Without limiting the Merger Agreementforegoing, the Guarantor shall be similarly relieved waives all rights and defenses arising out of its corresponding payment obligations under this Limited Guaranty; and Lender's election of remedies, even though that election of remedies (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement such as a nonjudicial foreclosure with respect to security for any Guaranteed Debt) may destroy Guarantor's rights of subrogation and reimbursement against Borrower. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach arrangements contemplated by the Guaranteed Party Agreement and that the waivers set forth in this Section are knowingly made in contemplation of any of the terms or provisions hereofthose benefits.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Loan Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, sue for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Loan Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by any Co-Collateral Agent or any other Credit Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from rights of any Co-Collateral Agent or any other Credit Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Co- Collateral Agents or enforcement any other Credit Party for the payment of any of the Guarantor’s obligations under Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution, reimbursement or indemnification from any Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, includingand notwithstanding the foregoing, without limitation, in the event that any right Guarantor possesses any such rights of subrogation, reimbursementcontribution, exonerationreimbursement or indemnification, contribution or indemnification all such rights shall in all respects be subordinated and any junior in right of payment, until all amounts owing to participate in any claim or remedy the Co-Collateral Agents and the other Credit Parties by each of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrowers on account of such claim, remedy or right, unless and until the Guaranteed its Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full, no Letter of Credit shall be outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all other Reimbursement Obligations or back- to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation, contribution, reimbursement or indemnification rights at any time prior to the satisfaction in full when any of the Guaranteed ObligationsBorrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of Co-Collateral Agents and the Guaranteed Partyother Credit Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered transferred to the Guaranteed Party Agent’s Account (or as the Co- Collateral Agents may otherwise direct) in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofAgent may determine.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees that, until satisfaction of the Termination Requirements, it will not exercise or seek to exercise any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Administrative Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Credit Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, sxx for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Guarantor New ICE Parent hereby unconditionally and irrevocably agrees that, until satisfaction of the Termination Requirements (defined below), it will not to exercise any rights claim or right that it may now have against the Company or hereafter acquire against any other guarantor at any time as a result of any payment made by New ICE Parent under or Merger Sub with respect pursuant to this Parent Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existence, payment, performance Company or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitationany other guarantor, any right of subrogation, reimbursement, exonerationindemnity, contribution or indemnification and reimbursement against the Company or any other guarantor, any right to enforce any remedies of any Guaranteed Party against the Company or any other guarantor, or any benefit of, or any right to participate in in, any claim or remedy security held by any Guaranteed Party to secure payment of the Guaranteed Party against Parent Obligations, in each case whether such claims or Merger Sub, whether or not such claim, remedy or right arises in equity or under rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or common law, including, without limitation, the right to take or receive from otherwise. New ICE Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If further agrees that if any amount shall be paid to the Guarantor in violation or any distribution received by New ICE Parent on account of the immediately preceding sentence any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party holders of the Notes in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Note Documents and without in any way discharging, limiting or otherwise affecting the liability of New ICE Parent under any other provision of this Parent Guaranty. Additionally, in the event the Company or any other guarantor becomes a “debtor” within the meaning of the Bankruptcy Code, the Guaranteed Parties, as well as attorney-in-fact for New ICE Parent, are hereby authorized and appointed by New ICE Parent, to file proofs of claim on behalf of New ICE Parent and vote the rights of New ICE Parent in any defenses plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Company or any other guarantor to New ICE Parent in any such proceeding, New ICE Parent hereby assigning to the Guaranteed Parties all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Guarantor hereby unconditionally Notwithstanding the satisfaction by the Guarantors of any liability hereunder and irrevocably agrees not to exercise notwithstanding any rights that it may now have other term, provision or hereafter acquire against Parent condition in the Note Purchase Agreement, the Transaction Documents or Merger Sub the Other Agreements, until 370 days following the last payment or transfer by or on behalf of the Guarantors with respect to any of the Guaranteed Obligations that arise from and other sums due under the existenceNote Purchase Agreement, paymentother Transaction Documents and the Other Agreements (the "Period"), performance or enforcement none of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, Guarantors shall have any right of subrogation, reimbursementcontribution, exonerationreimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of the Co-Issuers or to any collateral for the Notes with respect to obligations owing to the Guarantors arising out of their performance of their obligations under this Guaranty. In connection with the foregoing during the Period, contribution or indemnification each Guarantor expressly waives any and all rights of subrogation of the Noteholders against the Co-Issuers with respect to obligations owing to such Guarantor arising out of its performance of its obligations under this Guaranty, and each Guarantor hereby waives any rights to enforce any remedy which the Noteholders may have against the Co-Issuers and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed Obligations, such amount shall be received and held in trust collateral for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Notes with respect to obligations owing to such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved out of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment performance of its obligations under this Limited Guaranty. In addition to and without in any way limiting the foregoing during the Period, each Guarantor hereby subordinates any and all indebtedness of the Co-Issuers now or hereafter owed to such Guarantor arising out of such Guarantor's performance of its obligations under this Guaranty to all indebtedness of the Co-Issuers to the Noteholders, and agrees with the Noteholders that would be available to Parent and/or Merger Sub under such Guarantor shall not demand or accept any payment of principal or interest from the Merger Agreement Co-Issuers with respect to the Guaranteed Obligationssuch indebtedness, as well as shall not claim any defenses in respect off-set or other reduction of such Guarantor's obligations hereunder because of any fraud or willful misconduct such indebtedness and shall not take any action to obtain any of the Guaranteed Party hereunder collateral from the Notes in satisfaction of any such indebtedness. Further, each Guarantor shall not have any right of recourse against the Noteholders by reason of any action the Noteholders may take or any breach by omit to take under the Guaranteed Party provisions of this Subsidiary Guaranty or under the provisions of any of the terms Transaction Documents, this Agreement, the Other Agreements or provisions hereofthe Notes.

No Subrogation. The Notwithstanding any payment or -------------- payments made by the Guarantor hereby unconditionally and irrevocably agrees hereunder or any setoff or application of funds of the Guarantor by the Agent, the Guarantor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights of the Agent against the Lessor, the Lessee or any other Person or any collateral security or guarantee or right of offset held by the Agent for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the existenceLessor, payment, performance the Lessee or enforcement of the Guarantor’s obligations under or any other Person in respect of this Limited Guarantypayments made by the Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been Agent hereunder are paid in full, at which time the Guarantor shall be subrogated to all such rights held by the Agent and the Participants, who agree by acceptance hereof to execute such documents and take such actions as are reasonably necessary to transfer such rights to the Guarantor and to enable the Guarantor to enforce such rights, at the Guarantor's expense. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsObligations and all amounts owing hereunder shall not have been paid in full, such amount shall be received and held by the Guarantor in trust for the Agent, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine. Nothing contained in this Section 4 shall restrict the Lessee from exercising any rights that it has under any of the Operative Documents (other than the rights that exist because of its status as the Guarantor under the Guarantee). The Guarantor waives all rights and defenses arising out of an election of remedies by the Agent, for the benefit of the Guaranteed PartyParticipants, shall be segregated from other property and funds even though that election of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form remedies, such as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guaranteed Obligations, as well as any defenses in respect Guarantor's rights of any fraud or willful misconduct subrogation and reimbursement against the principal by the operation of Section 580d of the Guaranteed Party hereunder California Code of Civil Procedure or any breach by the Guaranteed Party of any of the terms or provisions hereofotherwise.

No Subrogation. The Notwithstanding any payment or payments by Guarantor hereby unconditionally and irrevocably agrees hereunder or any set-off or application of funds of Guarantor by Lender, Guarantor shall not be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existencerights of Lender against Borrower, payment, performance any other Obligor or enforcement any other Person or guarantee or right of offset held by Lender of the Guarantor’s obligations under payment of the Guaranteed Indebtedness, nor shall Guarantor seek or be entitled to any reimbursement or contribution from Borrower, any other Obligor, or any other Person in respect of this Limited Guarantypayments made by Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy Lender by Borrower on account of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been Indebtedness are indefeasibly paid in fullfull in cash. If any amount shall be paid to the Guarantor in violation on account of the immediately preceding sentence subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsIndebtedness has not been indefeasibly paid in full in cash, such amount shall be received and held by Guarantor in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of Guarantor, and shall, immediately upon receipt by Guarantor, be turned over to Lender in the exact form received by Guarantor and shall forthwith (duly endorsed by Guarantor to Lender, if required), to be paid or delivered to applied against the Guaranteed Party Indebtedness, whether matured or unmatured, in the same form such order as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited GuarantyLender may determine. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any EXECUTED as of the Guaranteed Obligations under date first above written. GUARANTOR: AMERICARE BENEFITS, INC. By:/s/ Xxxxxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxxx Print Title: Sr. Vice President and Treasurer FIRST RESTATED GUARANTY AGREEMENT THIS FIRST RESTATED GUARANTY AGREEMENT (“Guaranty”) is made as of July 6, 2004, by Guarantor (as hereinafter defined) for the Merger Agreement, the Guarantor shall be similarly relieved benefit of its corresponding payment obligations under this Limited Guaranty; and Lender (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofhereinafter defined).

No Subrogation. The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent one or Merger Sub both of the Buyer Parties or any other Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited GuarantyGuaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party Company against Parent one or both of the Buyer Parties or any other Person interested in the transactions contemplated by the Merger SubAgreement liable with respect to any of the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute contract or common lawany applicable Law, including, without limitation, the right to take or receive from Parent one or Merger Subboth of the Buyer Parties or any other Person liable with respect to any of the Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and Prevailing Party Costs, if applicable, shall have been irrevocably paid in fullfull in cash; provided that, the Guarantor shall have the right to cause any other Person to satisfy its payment obligations under Section 1 hereof; provided, however, that such right in the preceding proviso shall only relieve the Guarantor of its obligation to make such payment when such payment is irrevocably paid by such other Person in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction payment in full in cash of the Guaranteed ObligationsObligations and Prevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the Guaranteed PartyCompany or its security holders, as the case may be, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Company or its security holders, as the case may be, in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty Obligations and Prevailing Party Costs, if applicable, whether matured or otherwiseunmatured, the Guaranteed or to be held as collateral for any Obligations or Prevailing Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger AgreementCosts, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligationsif applicable, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofthereafter arising.

No Subrogation. The Guarantor hereby absolutely, unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent Parent, Merger Sub or Merger Subany other Person now or hereafter liable with respect to the Guaranteed Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent Parent, Merger Sub or Merger Subany other Person now or hereafter liable with respect to the Guaranteed Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and all Expenses shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of the Guaranteed ObligationsObligations and all such Expenses, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwiseotherwise (except to the extent set forth in Section 10 (Continuing Guaranty)), the Guaranteed Party hereby agrees that other than (A) any discharge or release arising from the bankruptcy any bankruptcy, insolvency, reorganization or insolvency of Parent or similar proceeding involving Guarantor, Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement and other (B) any defenses expressly waived hereby: (i) to the extent Parent or Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the terms of the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it he may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until his Guaranteed Percentage of the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the either Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of his Guaranteed Percentage of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the such Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the each Guarantor shall be similarly relieved of its his corresponding portion of the payment obligations under this Limited Guaranty; and (ii) the each Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement rights of the Guarantor’s obligations under Administrative Agent or any other Secured Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Borrower Obligations or the Parent Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, until all amounts owing to the Administrative Agent and the other Secured Parties by any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Borrower on account of such claimthe Borrower Obligations or the Parent Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (or right, unless and until the Guaranteed Obligations shall not have been paid cash collateralized, or otherwise provided for in fulla manner reasonably satisfactory to each applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior when all of the Borrower Obligations or the Parent Obligations shall not have been paid in full in cash or any Letter of Credit shall remain outstanding (and shall not have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the satisfaction in full applicable Issuing Lender) or any of the Guaranteed ObligationsCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of Administrative Agent and the Guaranteed Partyother Secured Parties, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party Administrative Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Administrative Agent, if required), to be credited held as collateral security for all of the Borrower Obligations and the Parent Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty any Borrower Obligations or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, in each case, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofAdministrative Agent may determine.

No Subrogation. The Each Guarantor hereby unconditionally waives, and irrevocably agrees that it will not exercise or seek to exercise exercise, any rights claim or right that it may now have against the Borrower or hereafter acquire against Parent any other Guarantor at any time as a result of any payment made under or Merger Sub in connection with respect this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Obligations that arise from Parties against the existenceBorrower or any other Guarantor, paymentany right of indemnity, performance contribution or enforcement reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, contribution or indemnification and any right payment to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in fullObligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor (i) on account of any such indebtedness at any time after the Guarantor in violation occurrence and during the continuance of the immediately preceding sentence an Event of Default, or (ii) on account of any rights of contribution at any time prior to the satisfaction in full of the Guaranteed ObligationsTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the Guaranteed PartyParties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party Collateral Agent in the same form as so received (with any necessary endorsement or assignment) endorsements in the case of written instruments), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, whether or not matured, in accordance with the terms of the applicable Loan Documents and without in any way discharging, limiting or otherwise affecting the liability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any other Loan Party becomes a “debtor” within the meaning of the Bankruptcy Code, the Collateral Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as well as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any defenses plan of reorganization, and to demand, sue for, collect and receive every payment and distribution on any indebtedness of the Borrower or such Loan Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Collateral Agent all of its rights in respect of any fraud or willful misconduct of such claim, including the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofright to receive payments and distributions in respect thereof.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of any Guarantor by the CDN Administrative Agent, the Administrative Agent or any CDN Lender, no Guarantor shall be entitled to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub with respect be subrogated to any of the Guaranteed Obligations that arise rights of the CDN Administrative Agent, the Administrative Agent or any CDN Lender against the CDN Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the CDN Administrative Agent, the Administrative Agent or any CDN Lender for the payment of the CDN Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the existence, payment, performance CDN Borrower or enforcement of the Guarantor’s obligations under or any other Guarantor in respect of this Limited Guarantypayments made by such Guarantor hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right until all amounts owing to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationCDN Administrative Agent, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or Administrative Agent and the CDN Lenders by set-off or in any other manner, payment or security the CDN Borrower on account of such claim, remedy or right, unless and until the Guaranteed CDN Borrower Obligations shall have been paid in fullfull (other than contingent or indemnification obligations not then due), no Letter of Credit or B/A (that is not cash collateralized to the reasonable satisfaction of the CDN Issuing Lender or purchasing CDN Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have been terminated. If any amount shall be paid to the any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the satisfaction in full when all of the Guaranteed ObligationsCDN Borrower Obligations shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of CDN Administrative Agent, the Guaranteed PartyAdministrative Agent and the CDN Lenders, shall be segregated from other property and funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the Guaranteed Party CDN Administrative Agent in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly endorsed by such Guarantor to the CDN Administrative Agent, if required), to be credited and applied against all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed CDN Borrower Obligations, whether matured or unmatured, in such order as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of the terms or provisions hereofCDN Administrative Agent may determine.