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 the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied 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 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 pursuant to this Guaranty.

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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations 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 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 Agent Guaranteed Party against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and against 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 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 pursuant 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 any Co-Collateral Agent or any other Credit Party, no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of any Co-Collateral Agent or hereafter acquire any other Credit Party against the any Borrower or any other insider guarantor that arise from 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 Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guarantybe entitled to seek any contribution, the Loan Agreement, the Notes, 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 reimbursement or indemnification and from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, and notwithstanding the right to take or receive from the Borrower or any other insider guarantor, directly or indirectlyforegoing, in cash the event that any Guarantor possesses any such rights of subrogation, contribution, reimbursement or indemnification, all such rights shall in all respects be subordinated and junior in right of payment, until all amounts owing to the Co-Collateral Agents and the other property or Credit Parties by set-off or in any other manner, payment or security each of the Borrowers on account of 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 claim, remedy Letters of Credit and all other Reimbursement Obligations or rightback-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 any Guarantor in violation on account of the immediately preceding sentence such subrogation, contribution, reimbursement or indemnification rights at any time prior to the indefeasible payment in full in cash when any of the Borrower’s Liabilities and all Borrower Obligations (other amounts payable under this Guarantythan 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 Lendersother 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 Agent 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Agreement, or to be held such order 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 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 pursuant to this Guarantymay determine.

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 of subrogation to any of the rights of the Shared Collateral Agent or hereafter acquire any Dex Shared Collateral Secured Party against the any Dex Borrower or any other insider guarantor that arise from Dex Shared Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Shared Collateral Agent or enforcement any Dex Shared Collateral Secured Party for the payment of the Borrower’s Liabilities under Dex Borrower Obligations, nor shall any Dex Shared Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Dex Borrower or any other insider guarantor or Dex Shared Guarantor in respect of payments made by such Dex Shared Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Dex Shared Collateral Secured Parties by 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 the Dex Borrower 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 rightthe Dex Borrower Obligations are paid in full. If any amount shall be paid to any Dex Shared Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyDex 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 LendersDex 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 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyDex Borrower Obligations, whether matured or unmatured, in accordance with the terms Intercreditor Agreement. (b) Notwithstanding any payment made by any Universal Shared Guarantor hereunder or any set-off or application of funds of any Universal Shared Guarantor by the Shared Collateral Agent or any Shared Collateral Secured Party, no Universal Shared Guarantor shall exercise any rights of subrogation to any 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 rights of the Borrower’s Liabilities and Shared Collateral Agent or any Shared Collateral Secured Party against any Borrower or any other Universal Shared 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 Universal Shared Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Universal Shared Guarantor in respect of payments made by such Universal Shared Guarantor hereunder, until all other amounts payable under this Guaranty has occurred, except in owing to the case of a Reinstatement Event (as defined below), the Shared Collateral Agent and the Lenders willShared Collateral Secured Parties by any Borrower on account of the Borrower Obligations are paid in full. If any amount shall be paid to any Universal Shared Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, at such amount shall be held by such Universal Shared Guarantor in trust for the Shared Collateral Agent and the Shared Collateral Secured Parties, segregated from other funds of such Universal Shared Guarantor’s request , and expenseshall, execute and deliver forthwith upon receipt by such Universal Shared Guarantor, be turned over to the Shared Collateral Agent in the exact form received by such Universal Shared Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer (duly indorsed by subrogation such Universal Shared Guarantor to the Guarantor of an interest Shared Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in accordance with the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this GuarantyIntercreditor 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 of subrogation to any of the rights of the Shared Collateral Agent or hereafter acquire any Shared Collateral Secured Party against the any Borrower or any other insider guarantor that arise from Newco Subordinated Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Shared Collateral Agent or enforcement any Shared Collateral Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Newco Subordinated Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or Newco Subordinated Guarantor in respect of payments made by such Newco Subordinated Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Shared Collateral Secured Parties by 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 the Borrower 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 rightthe Borrower Obligations are paid in full. If any amount shall be paid to any Newco Subordinated Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower 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 LendersShared 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 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Intercreditor 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 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 pursuant to this Guaranty.

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 be subrogated to any of the rights that it may now have of the Administrative Agent or hereafter acquire any Lender against the Borrower or against any other insider guarantor that arise 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 Borrower’s Liabilities under or Borrower in respect of this Guarantypayments made by the Guarantor hereunder, until all amounts owing to the Loan Agreement, Administrative Agent and the Notes, the other Transaction Documents or any document or instrument delivered Lenders 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightthe Obligations are paid in full and the Commitments terminated. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations 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 Lenders, 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 Administrative Agent in the same exact form as so received by the Guarantor (with any necessary endorsement or assignment) duly indorsed by the Guarantor to the Administrative Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with such order as the terms Administrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning 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)Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders will, at and as attorney-in-fact for the Guarantor’s request , and expenseis hereby authorized and appointed by the Guarantor, execute to file proofs of claim on behalf of the Guarantor and deliver 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 Guarantor appropriate documentsin any such proceeding, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation Guarantor hereby assigning to the Guarantor Administrative Agent all of an interest its rights in respect of any such claim, including the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant right to this Guarantyreceive payments and distributions in respect thereof.

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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Borrowersuch Guarantor’s Liabilities obligations 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 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 Agent Guaranteed Party against Parent, Merger Sub or the Lenders against the Borrower or any other insider guarantor or any CollateralOther 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 the Borrower Parent, Merger Sub or any other insider guarantorOther 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 full in immediately available funds. If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities Guaranteed Obligations and all other amounts payable under this Limited Guaranty, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and against all other amounts payable by such Guarantor under this Guaranty, Limited 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 Guaranteed Obligations 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 Limited Guaranty has occurred, except thereafter arising. Notwithstanding anything to the contrary contained in the case of a Reinstatement Event (as defined below)this Limited Guaranty or otherwise, the Agent and the Lenders will, at the Guarantor’s request and expense, execute and deliver Guaranteed Party hereby agrees that subject to Section 3 hereof: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, each Guarantor appropriate documents, without recourse shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and without representation or warranty, necessary to evidence the transfer by subrogation (ii) each Guarantor shall have all defenses to the Guarantor payment of an interest 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 Borrower’s Liabilities resulting from such payment made Guaranteed Party hereunder or any breach by the Guarantor pursuant to this GuarantyGuaranteed Party of any of the terms or provisions hereof.

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 be subrogated to any of the rights that it may now have of the ABL Collateral Agent or hereafter acquire any other Secured Party against the any Borrower or any other insider guarantor that arise from U.S. Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance ABL Collateral Agent or enforcement any other Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any U.S. Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or U.S. Guarantor in respect of payments made by such U.S. Guarantor hereunder, until all amounts owing to the ABL Collateral Agent and the other Secured Parties by 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 the Borrower 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 claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, backstopped or rightotherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any U.S. Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment 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 relevant Issuing Lender) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments 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 Lendersother 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 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 to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 ABL Collateral 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 pursuant to this Guarantymay 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 the Borrower any Loan Party, or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrowersuch Guarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, 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, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders any Lender against the Borrower any Loan Party or any other insider guarantor or any Collateralcollateral, 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 the Borrower any Loan Party or any other insider 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 Termination Requirements have been satisfied. If any amount shall be paid to any such Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied 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 AgreementDocuments, 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 If (i) such Guarantor shall make payment in full in cash to any Lender of the Borrower’s Liabilities and all other or any amounts payable under this Guaranty has occurredGuaranty, except in and (ii) the case of a Reinstatement Event (as defined below)Termination Requirements shall have been satisfied, the Agent and the Lenders will, at the such Guarantor’s request and expense, execute and deliver to the such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Borrower’s Liabilities obligations resulting from such payment made by the such Guarantor pursuant to this Guaranty.

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 be subrogated to any of the rights that it may now have or hereafter acquire of any Guaranteed Creditor against the Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by any Guaranteed Creditor for the existence, payment, performance or enforcement payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitation, any right of subrogation, reimbursementindemnity, exoneration, participation, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any 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 reimbursement from the Borrower or any other insider guarantorGuarantor in respect of payments made by such Guarantor hereunder, directly or indirectly, in cash or other property or until all amounts owing to the Guaranteed Creditors by set-off or in any other manner, payment or security the 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, are paid in full in cash, no 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) and all of the Commitments are terminated. If any amount shall be paid to 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 indefeasible payment which satisfactory collateral has been posted, shall not have been paid in full in cash 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 Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments are in effect, such amount shall be received and held by such Guarantor in trust for the benefit of the LendersGuaranteed Creditors, shall and shall, promptly upon receipt by such Guarantor, be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered turned over to the 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 applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with the terms Section 10.02(c) of the Notes and the Loan Credit 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 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 pursuant to this Guaranty.

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 be subrogated to any of the rights that it may now have of the Administrative Agent or hereafter acquire any Lender against the Borrower or any other insider guarantor that arise from collateral security or guarantee or right of offset held by any Lender for the existence, payment, performance or enforcement payment of the Borrower’s Liabilities under Obligations until all amounts owing to the Guaranteed Creditor by the Borrower or its Subsidiaries on account of the Borrower’s Obligations 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 Borrower in respect of this Guaranty, payments made by an Obligor hereunder until all amounts owing to the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered Guaranteed Creditor 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 its Subsidiaries on account of such claimthe Borrower’s Obligations are paid in full (or, remedy or rightin 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 any Guarantor in violation an Obligor on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations 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 Credit Agreement), such amount shall be received and held by such Obligor in trust for the benefit of Administrative Agent and the Lenders, 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 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with such order as 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 Administrative 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 pursuant to this Guarantymay determine.

No Subrogation. The (a) Nothing herein contained is intended or shall be construed to give either Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have right of subrogation in or hereafter acquire against under the Borrower Note or any other insider guarantor that arise from the existence, payment, performance Loan Document or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 way therein, notwithstanding any payments made or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any Collateral, whether or not obligations performed 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 the Borrower 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. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied 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 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 pursuant to this GuarantyAgreement, until all of the Guaranteed Obligations have been paid and performed and all preference and other periods (collectively, the "Recapture Periods") during which any bankruptcy or other court, Governmental Authority or Person could have any right to recover, revoke or otherwise eliminate or reduce the benefit to Lender of the payment and performance of the Guaranteed Obligations (collectively, the "Recapture Rights") have expired with no Recapture Rights having been asserted. (b) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES AND RELEASES ANY AND ALL RIGHTS IT MAY HAVE AT ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW, CONTRACT OR OTHERWISE) (i) TO ASSERT ANY CLAIM AGAINST BORROWER OR ANY OTHER PERSON, OR AGAINST ANY DIRECT OR INDIRECT SECURITY FOR THE LOAN, ON ACCOUNT OF PAYMENTS MADE OR OBLIGATIONS PERFORMED UNDER OR PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNITY, UNTIL ALL OF THE GUARANTEED OBLIGATIONS HAVE BEEN PAID AND PERFORMED AND THE RECAPTURE PERIODS HAVE EXPIRED WITH NO RECAPTURE RIGHTS HAVING BEEN ASSERTED, (ii) TO REQUIRE THE MARSHALLING OF ANY ASSETS OF BORROWER, WHICH RIGHT OF MARSHALLING MIGHT OTHERWISE ARISE FROM PAYMENTS MADE OR OBLIGATIONS PERFORMED UNDER OR PURSUANT TO THIS AGREEMENT, AND (iii) SUBJECT TO SUBSECTION (a) HEREOF, THAT WOULD RESULT IN SUCH GUARANTOR BEING DEEMED A "CREDITOR" OF BORROWER OR ANY OTHER PERSON UNDER THE UNITED STATES BANKRUPTCY CODE BY REASON OF ANY PAYMENT MADE OR DEBT OWED UNDER THIS GUARANTY OR OTHERWISE IN CONNECTION WITH THE LOAN.

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 be subrogated to any of the rights that it may now have of the Administrative Agent, the Collateral Agent or hereafter acquire any other Secured Party against the Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this GuarantyAdministrative Agent, the Loan Agreement, the Notes, 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 Collateral Agent or the Lenders against the Borrower or any other insider guarantor Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any Collateral, whether contribution 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 reimbursement from the Borrower or any other insider guarantorGuarantor in respect of payments made by such Guarantor hereunder, directly or indirectlyuntil all amounts owing to the Administrative Agent, in cash or the 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 claimthe Borrower Obligations shall have been paid in full (other than Borrower Hedge Agreement Obligations, remedy Borrower Foreign Currency L/C Obligations, Borrower Cash Management Obligations and contingent or rightindemnification 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 any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment when all of such Borrower Obligations shall not have been paid in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantyfull, such amount shall be received and held by such Guarantor in trust for the benefit of Administrative Agent, the LendersCollateral 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 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with such order as 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 Collateral 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 pursuant to this Guarantymay 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 or hereafter acquire against the Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Borrower or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After Credit Party becomes a “debtor” within the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash meaning 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)Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver 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 Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Guarantor appropriate documentsAdministrative Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect thereof.

No Subrogation. The Notwithstanding any payment made by any Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower hereunder or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Borrower or any 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 the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in application of funds of any Guarantor by the Purchaser, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchaser against the Company or any other mannerGuarantor or any collateral security or guaranty or right of offset held by the Purchaser for the payment of the Obligations, payment nor shall any Guarantor seek or security be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchaser by the Company on account of the Obligations are indefeasibly paid in full (other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, whether oral or written has been made at such claim, remedy or righttime). If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of the LendersPurchaser, 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 Agent Purchaser, in the same exact form as so received by such Guarantor (with any necessary endorsement or assignment) duly indorsed by such Guarantor to the Purchaser, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with such order as the terms Purchaser may determine. If (a) any Guarantor shall make payment to the Purchaser of all or any part of the Notes Obligations, and (b) the Loan AgreementObligations shall have been paid in full (other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, whether oral or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After the Loan Agreement written 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 belowmade at such time), the Agent and the Lenders Purchaser will, at the such Guarantor’s request and expense, promptly execute and deliver to the such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Borrower’s Liabilities Obligations resulting from such payment made by the Guarantor pursuant to this Guarantysuch Guarantor.

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 of subrogation to any of the rights of the Shared Collateral Agent or hereafter acquire any Shared Collateral Secured Party against the any Borrower or any other insider guarantor that arise from Newco Subordinated Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Shared Collateral Agent or enforcement any Shared Collateral Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Newco Subordinated Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or Newco Subordinated Guarantor in respect of payments made by such Newco Subordinated Guarantor hereunder, until all amounts owing to the Shared Collateral Agent and the Shared Collateral Secured Parties by 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 the Borrower 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 rightthe Borrower Obligations are paid in full and any Incremental Revolving Commitments shall be terminated. If any amount shall be paid to any Newco Subordinated Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower 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 LendersShared 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 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Intercreditor 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 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 pursuant to this Guaranty.

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 be subrogated to any of the rights that it may now have of the ABL Collateral Agent or hereafter acquire any other Secured Party against the Canadian Borrower or any other insider guarantor that arise 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 or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Canadian Borrower or any other insider guarantor or any CollateralCanadian Guarantor in respect of payments made by such Canadian Guarantor hereunder, 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 ABL Collateral Agent and the other Secured Parties by the Canadian Borrower 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 claimthe Borrower Obligations are paid in full in cash, remedy no Canadian Facility Letter of Credit shall be outstanding (except for Canadian Facility Letters of Credit that have been cash collateralized, backstopped or rightotherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Canadian Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment 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 relevant Issuing Lender) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments 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 Lendersother 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 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 to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 ABL Collateral 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 pursuant to this Guarantymay 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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Borrowersuch Guarantor’s Liabilities obligations under or in respect of this GuarantyLimited Guarantee (subject to such Guarantor’s Pro Rata Maximum Amount, the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant theretoextent 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 Agent Guaranteed Party against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 extent applicable) shall have been paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities and all other amounts payable by such Guarantor under this GuarantyLimited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable), such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and against all other amounts payable by such Guarantor 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 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 pursuant to this GuarantyLimited Guarantee.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower Parent, Merger Subsidiary or any other insider guarantor Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Limited Guarantee or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent Company against Parent, Merger Subsidiary or the Lenders against the Borrower or any such other insider guarantor or any CollateralPerson, 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 the Borrower Parent, Merger Subsidiary or any such other insider guarantorPerson, 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 full in cash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities Guaranteed Obligations and all any other amounts that may be payable under this GuarantyLimited Guarantee, such amount shall be received and held in trust for the benefit of the LendersCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Guaranteed Obligations and all any other amounts that may be payable under this Guaranty, whether matured or unmaturedLimited Guarantee, in accordance with the terms of the Notes Merger Agreement and the Loan Agreementherewith, whether matured or unmatured, or to be held as collateral for any Borrower’s Liabilities the Guaranteed Obligations or other amounts payable under this Guaranty Limited Guarantee 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 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 pursuant to this Guaranty.

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 be subrogated to any of the rights that it may now have of the Administrative Agent or hereafter acquire any Lender against the Borrower or against any other insider guarantor that arise 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 Borrower’s Liabilities under or Borrower in respect of this Guarantypayments made by the Guarantor hereunder, until all amounts owing to the Loan Agreement, Administrative Agent and the Notes, the other Transaction Documents or any document or instrument delivered Lenders 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 claimthe Obligations are paid in full, remedy or rightno Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations 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 Lenders, 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 Administrative Agent in the same exact form as so received by the Guarantor (with any necessary endorsement or assignment) duly indorsed by the Guarantor to the Administrative Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with such order as the terms of the Notes and the Loan AgreementAdministrative Agent may determine. Additionally, 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 event the Borrower becomes a “debtor” within the meaning of a Reinstatement Event (as defined below)any Debtor Relief Law, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders will, at and as attorney-in-fact for the Guarantor’s request , and expenseis hereby authorized and appointed by the Guarantor, execute to file proofs of claim on behalf of the Guarantor and deliver 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 Guarantor appropriate documentsin any such proceeding, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation Guarantor hereby assigning to the Guarantor Administrative Agent all of an interest its rights in respect of any such claim, including the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant right to this Guarantyreceive payments and distributions in respect thereof.

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 Borrower Parent Parties or any other insider guarantor Person liable with respect to any of the Obligations that arise from the existence, payment, performance performance, or enforcement of the BorrowerGuarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Limited Guarantee or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent Company against one or both of the Lenders against the Borrower Parent Parties or any other insider guarantor or Person interested in the transactions contemplated by the Merger Agreement liable with respect to any Collateralof 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 Borrower Parent Parties or any other insider guarantorPerson 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 Obligations and Prevailing Party Costs, if applicable, shall have been irrevocably paid in full 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the LendersCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, if applicable,, 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 Obligations or other amounts payable under this Guaranty Prevailing Party Costs, if applicable, 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 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 pursuant to this Guaranty.

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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations 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 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 Agent Company against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent 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 Borrower’s Liabilities and all other amounts payable contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that: (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, whether matured or unmatured, in accordance with ; (ii) the terms Guarantor shall have all defenses to the payment of the Notes and the Loan Agreement, or to be held as collateral for any Borrower’s Liabilities or other amounts payable its obligations under this Limited Guaranty thereafter arising. After the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment (which 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 Lenders will, at any event shall be subject to the Guarantor’s request and expense, execute and deliver Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guarantor appropriate documentsGuaranteed Obligations, without recourse and without representation as well as any defenses in respect of any fraud or warranty, necessary to evidence willful misconduct of the transfer by subrogation to the Guarantor of an interest in the Borrower’s Liabilities resulting from such payment made Guaranteed Party hereunder or any breach by the Guarantor pursuant to this GuarantyGuaranteed 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 the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lenders 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 Agent or the Lenders Lender against the Borrower or any other insider guarantor or any Collateralcollateral, 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 the Borrower or any other insider guarantorBorrower, 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. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the LendersLender, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied 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 Lenders 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 pursuant to this Guaranty.

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 right of subrogation to any of the rights that it may now have or hereafter acquire of any Guaranteed Party against the either Borrower or any other insider guarantor that arise from 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 Borrower’s Liabilities under Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 Agent or the Lenders against the reimbursement from either Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, 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 Guaranteed Parties by the Borrower 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 Borrowers on account of such claimthe Obligations are paid in full, remedy 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 rightsupported 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 any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations shall not have been paid in full, such amount shall be received and held by such Guarantor in trust for the benefit of the LendersGuaranteed 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 Agent Collateral Trustee 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 Trustee, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, 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 terms 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 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 Lenders Guaranteed Parties will, at the such Guarantor’s reasonable request and expense, execute and deliver to the such Guarantor appropriate documents, without recourse and without representation or and warranty, necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Borrower’s Liabilities Obligations resulting from such any payment made by the such Guarantor pursuant to this GuarantyAgreement.

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, the Collateral Agent or any Purchaser, the Guarantor shall not be entitled to exercise be subrogated to any of the rights that it may now have of the Administrative Agent, the Collateral Agent or hereafter acquire any Purchaser against the Borrower Sellers or against any collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any other insider guarantor that arise Purchaser 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 Borrower’s Liabilities under or Sellers in respect of this Guarantypayments made by the Guarantor hereunder, until all amounts owing to the Loan Purchasers by the Sellers on account of the Obligations are paid in full. Amendments, etc. with respect to the Obligations; Waiver of Rights. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Receivables Purchase Agreement, the Notes, and the other Transaction Documents or and any document or instrument other documents executed and delivered by the Borrower to the Lenders in connection therewith may be amended, modified, supplemented or pursuant theretoterminated, includingin whole or in part, without limitationas the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of subrogationoffset at any time held by the Administrative Agent, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Collateral Agent or the Lenders Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. None of the Administrative Agent, the Collateral Agent or the Purchasers shall have any obligation to protect, secure, perfect or insure any Lien at any time held by them or on its behalf as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against the Borrower Guarantor, the Administrative Agent and any Purchaser may, but shall be under no obligation to, make a similar demand on the Sellers or any other insider guarantor, and any failure by the Administrative Agent and the Purchasers to make any such demand or to collect any payments from the Sellers or any such other guarantor or any Collateralrelease of the Sellers or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, whether and shall not impair or not such claimaffect the rights and remedies, remedy express or right arises in equity or under contractimplied, statute or common or, to the extent permitted by law, includingas a matter of law, without limitation, the right to take or receive from the Borrower 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. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied 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 Administrative Agent and the Lenders will, at Purchasers against the Guarantor’s request . For the purposes hereof “demand” shall include the commencement 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 continuance of an interest in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyany legal proceedings.

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 be subrogated to any of the rights that it may now have of the Administrative Agent or hereafter acquire any Lender against the Borrower or against any other insider guarantor that arise 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 Borrower’s Liabilities under or Borrower in respect of this Guarantypayments made by the Guarantor hereunder, until all amounts owing to the Loan Agreement, Administrative Agent and the Notes, the other Transaction Documents or any document or instrument delivered Lenders 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 claimthe Obligations are paid in full, remedy or rightno Letter of Credit shall be outstanding and the Revolving Commitments terminated. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations 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 Lenders, 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 Administrative Agent in the same exact form as so received by the Guarantor (with any necessary endorsement or assignment) duly indorsed by the Guarantor to the Administrative Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with such order as the terms Administrative Agent may determine. Additionally, in the event the Borrower becomes a “debtor” within the meaning 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)Bankruptcy Code, the Administrative Agent shall be entitled, at its option, on behalf of itself and the Lenders will, at and as attorney-in-fact for the Guarantor’s request , and expenseis hereby authorized and appointed by the Guarantor, execute to file proofs of claim on behalf of the Guarantor and deliver 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 Guarantor appropriate documentsin any such proceeding, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation Guarantor hereby assigning to the Guarantor Administrative Agent all of an interest its rights in respect of any such claim, including the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant right to this Guarantyreceive payments and distributions in respect thereof.

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 the Borrower or any other insider guarantor that arise arises hereunder and/or from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, 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 Lenders and the Administrative Agent or the Lenders against the Borrower or any other insider guarantor security which the Lenders and the Administrative Agent now have or any Collateralhereafter 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 the Borrower or have waived 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, right or remedy or rightto the maximum extent permitted by law. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all the indefeasible payment Obligations shall not have been paid in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantyfull, such amount shall be received and held by the Guarantor in trust for the benefit of Administrative Agent and the Lenders, 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 Administrative Agent in the same exact form as so received by the Guarantor (with any necessary endorsement or assignment) duly endorsed by the Guarantor to the Administrative Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with such order as 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 Administrative 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 pursuant to this Guarantymay 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 Administrative Agent or any other Secured Party, no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of the Administrative Agent or hereafter acquire any other Secured Party against the any Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Administrative Agent or enforcement any other Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor Guarantor in respect of payments made by such Guarantor hereunder, until all the Loans, any Reimbursement Obligations, and all other Borrower Obligations shall have been paid in full, no Letter of Credit shall be outstanding (or any Collateralshall not have been cash collateralized, whether or not such claim, remedy or right arises otherwise provided for in equity or under contract, statute or common law, including, without limitation, a manner reasonably satisfactory to the right to take or receive from applicable Issuing Bank) and the Borrower 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 rightCommitments shall have been terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior when all of the Loans, Reimbursement Obligations and the Borrower Obligations shall not have been paid in full 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 indefeasible payment in full in cash applicable Issuing Bank) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of Administrative Agent and the Lendersother 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 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 the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 Administrative 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 pursuant to this Guarantymay determine.

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 be subrogated to any of the rights that it may now have or hereafter acquire of Lender against the Borrower or any other insider guarantor that arise from 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 Borrower’s Liabilities 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 Guarantypayments made by such Loan Guarantor hereunder, until all of the Secured Obligations are Paid in Full. Should any Loan AgreementGuarantor have the right, notwithstanding the Notesforegoing, the other Transaction Documents to exercise its subrogation rights, such Loan Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or any document or instrument delivered by the Borrower in equity to the Lenders in connection therewith or pursuant thereto, including, without limitation, any right of 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 Agent Secured Obligations until the 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 not limit or otherwise affect any Loan Guarantor’s liability hereunder or the Lenders against enforceability of this ARTICLE 14, and that Lender and its successors and assigns are intended third party beneficiaries of the Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises waivers and agreements set forth in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower 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 rightthis ARTICLE 14. If any amount shall be paid to any Loan Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantySecured 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 LendersLender, 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 Agent 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantySecured Obligations, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Agreement, or to be held such order 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 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 pursuant to this GuarantyLender 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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations 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 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 Agent Guaranteed Party against Parent, Merger Sub or the Lenders against the Borrower or any other insider guarantor or any CollateralOther 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 the Borrower Parent, Merger Sub or any other insider guarantorOther 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 full in immediately available funds. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities Guaranteed Obligations and all other amounts payable under this Limited Guaranty, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and against all other amounts payable by the Guarantor under this Guaranty, Limited 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 Guaranteed Obligations 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 Limited Guaranty has occurred, except thereafter arising. Notwithstanding anything to the contrary contained in the case of a Reinstatement Event (as defined below)this Limited Guaranty or otherwise, the Agent and the Lenders will, at the Guarantor’s request and expense, execute and deliver Guaranteed Party hereby agrees that subject 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 appropriate documents, without recourse shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and without representation or warranty, necessary to evidence (ii) the transfer by subrogation Guarantor shall have all defenses to the Guarantor payment of an interest 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 Borrower’s Liabilities resulting from such payment made Guaranteed Party hereunder or any breach by the Guarantor pursuant to this GuarantyGuaranteed Party of any of the terms or provisions hereof.

No Subrogation. The Notwithstanding any payment made by the Borrower or any Guarantor hereby unconditionally and irrevocably agrees not hereunder or any set-off or application of funds of the Borrower or any Guarantor by the Administrative Agent or any Secured Party, neither the Borrower nor any Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of the Administrative Agent or hereafter acquire any Secured Party against the Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Administrative Agent or enforcement any Secured Party for the payment of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent Obligations or the Lenders against Guarantor Hedge Agreement Obligations, nor shall the Borrower or any other insider guarantor Guarantor seek or be entitled to seek any Collateral, whether contribution 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 reimbursement from the Borrower or any other insider guarantorGuarantor in respect of payments made by the Borrower or such Guarantor hereunder, directly or indirectly, in cash or other property or until all amounts owing to the Administrative Agent and the Secured Parties by set-off or in any other manner, payment or security the Borrower on account of such claimthe Borrower Obligations and the Guarantor Hedge Agreement Obligations are paid in full, remedy or rightno Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to the Borrower or any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when the indefeasible payment Commitments shall not have terminated, any Letter of Credit shall be outstanding or any amounts owing in full in cash respect of the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations shall not have been paid in full, such amount shall be received and held by the Borrower or such Guarantor in trust for the benefit of Administrative Agent and the LendersSecured Parties, shall be segregated from other property and funds of the Guarantor Borrower or such Guarantor, and shall shall, forthwith upon receipt by the Borrower or such Guarantor, be paid or delivered turned over to the Administrative Agent in the same exact form as so received by the Borrower or such Guarantor (with any necessary endorsement duly indorsed by the Borrower or assignment) such Guarantor to the Administrative Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations or the Guarantor Hedge Agreement Obligations, whether matured or unmatured, in accordance with such order as 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 Administrative 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 pursuant to this Guarantymay 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 shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby unconditionally and irrevocably agrees not waives such rights to exercise the extent permitted by applicable law) of the Collateral Agent or any rights that it may now have or hereafter acquire other Secured Party against the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Guarantor or any document collateral security or instrument delivered guarantee or right of offset held 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 Collateral Agent or the Lenders against the Borrower or any other insider guarantor Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any Collateralcontribution, whether indemnifications 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 reimbursement from the Borrower or any other insider guarantor, directly or indirectly, in cash Guarantor or other property or guarantor in respect of payments made by set-off or such Guarantor hereunder in any other mannereach case, payment or security on account of such claim, remedy or rightuntil Payment in Full. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment Payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this GuarantyFull, 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 LendersCollateral 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 junior and subordinate to any rights the Collateral Agent or any Secured Party may have against Borrower, to all right, title and interest the Collateral Agent or any Secured Party may have in any such collateral or security, and to any right the Collateral Agent or any Secured Party may have against such other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied 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 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 pursuant to this Guarantyguarantor.

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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations 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 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 Agent Guaranteed Party against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and against 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 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 pursuant 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; (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 the Borrower Buyer or any other insider guarantor entity or Person liable with respect to any of the Obligations or interested therein that arise from the existence, payment, performance performance, or enforcement of the BorrowerGuarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Guaranty or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders IONA against the Borrower Buyer or any other insider guarantor entity or Person liable with respect to any Collateralof the Obligations or interested 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 the Borrower Buyer or any other insider guarantorentity 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 Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities Obligations and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the LendersIONA, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent IONA in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Implementation Agreement, whether matured or unmatured, or to be held as collateral for any Borrower’s Liabilities Obligations 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 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 pursuant to this Guaranty.

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 or hereafter acquire against the Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made by the existence, payment, Guarantor under or pursuant to this Guaranty or the performance or enforcement of the Borrower’s Liabilities under or in respect of this Guarantyhereof, the Loan Agreement, the Notes, 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, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and subrogation to the rights of any right to participate in any claim or remedy of the Agent or the Lenders Guaranteed Parties against the Borrower or any other insider guarantor Guarantor, any right of indemnity, contribution 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 reimbursement against the Borrower or any other insider guarantorGuarantor, directly any right to enforce any remedies of any Guaranteed Party against the Borrower or indirectlyany 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 cash each case whether such claims or other property rights arise by contract, statute (including without limitation any Debtor Relief Law), common law or by set-off or in any other manner, payment or security on account of such claim, remedy or rightotherwise. 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 indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting 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 liability of the Borrower’s Liabilities and all Guarantor under any other amounts payable under provision of this Guaranty has occurredGuaranty. Additionally, except in the case event the Borrower or any other Guarantor becomes a “debtor” within the meaning of a Reinstatement Event (as defined below)the Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for the Guarantor’s request , and expenseis hereby authorized and appointed by the Guarantor, execute to file proofs of claim on behalf of the Guarantor and deliver 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 or any other Guarantor to the Guarantor appropriate documentsin any such proceeding, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation Guarantor hereby assigning to the Guarantor Administrative Agent all of an interest its rights in respect of any such claim, including the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant right to this Guarantyreceive payments and distributions in respect thereof.

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 or hereafter acquire against the Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Borrower or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightfollowing sentence. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower 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 Subsidiary of the Borrower’s Liabilities and all other amounts payable under this Guaranty has occurred, except in Borrower becomes a “debtor” within the case meaning of a Reinstatement Event (as defined below)the Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver 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 Borrower or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Guarantor appropriate documentsAdministrative Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation 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 hereafter existing, of an interest in the Borrower’s Liabilities resulting from Borrower or any other Subsidiary of the Borrower owing to such payment made by the Guarantor pursuant to this Guarantyincluding without limitation intercompany receivables.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower Parent, Merger Subsidiary or any other insider guarantor Person liable with respect to any of the Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Limited Guarantee or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent Company against Parent, Merger Subsidiary or the Lenders against the Borrower or any such other insider guarantor or any CollateralPerson, 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 the Borrower Parent, Merger Subsidiary or any such other insider guarantorPerson, 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 Obligations and any other amounts that may be payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities Obligations and all any other amounts that may be payable under this GuarantyLimited Guarantee, such amount shall be received and held in trust for the benefit of the LendersCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Obligations and all any other amounts that may be payable under this Guaranty, whether matured or unmaturedLimited Guarantee, in accordance with the terms of the Notes Merger Agreement and the Loan Agreementherewith, whether matured or unmatured, or to be held as collateral for any Borrower’s Liabilities the Obligations or other amounts payable under this Guaranty Limited Guarantee 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 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 pursuant to this Guaranty.

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 Agent or any Lender, no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of any Agent or hereafter acquire any Lender against the any Borrower or any other insider guarantor that arise from Loan Party or any collateral security or guarantee or right of offset held by any Agent or any Lender for the existence, payment, performance or enforcement payment of the Borrower’s Liabilities under Borrower Obligations or in respect of this Guarantythe Guarantor Obligations, the Loan Agreement, the Notes, the other Transaction Documents nor shall any Guarantor seek or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any CollateralLoan Party in respect of payments made by such Guarantor hereunder, 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 Agents and the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or Lenders by set-off or in any other manner, payment or security the Borrowers on account of such claimthe Borrower Obligations, remedy or rightand all amounts owing to the Agents and the Lenders by any other Person on account of the Guarantor Obligations, are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), no Letter of Credit Obligation shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation, contribution or reimbursement rights at any time prior when all of the Borrower Obligations and the Guarantor Obligations shall not have been paid in full (other than contingent indemnification obligations to the indefeasible payment in full in cash extent no claim giving rise thereto has been asserted), any Letter of the Borrower’s Liabilities and all other amounts payable under this GuarantyCredit Obligation is outstanding or any Commitment is outstanding, such amount shall be received and held by such Guarantor in trust for the benefit of Agents and the 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 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 applied against the Borrower Obligations and applied to the Borrower’s Liabilities and all other amounts payable under this GuarantyGuarantor Obligations, whether matured or unmatured, in accordance with such order as 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 Administrative 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 pursuant to this Guarantymay 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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations 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 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 Agent Guaranteed Party against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent 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 Borrower’s Liabilities and contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that: (i) to the extent Parent or Merger Sub is relieved of all other amounts payable or any portion of the Guaranteed Obligations under this Guaranty, whether matured the Merger Agreement by the satisfaction thereof or unmatured, in accordance pursuant to any agreement with the terms of Guaranteed Party (any amount so relieved, 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“Reduction Amount”), the Agent and Cap shall be reduced by the Lenders will, at Reduction Amount; (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 request and expense, execute and deliver Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guarantor appropriate documentsGuaranteed Obligations, without recourse and without representation as well as any defenses in respect of any fraud or warranty, necessary to evidence willful misconduct of the transfer by subrogation to the Guarantor of an interest in the Borrower’s Liabilities resulting from such payment made Guaranteed Party hereunder or any breach by the Guarantor pursuant to this GuarantyGuaranteed Party of any of the terms or provisions hereof.

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 one or both of the Borrower Buyer Parties or any other insider guarantor Person liable with respect to any of the Obligations that arise from the existence, payment, performance performance, or enforcement of the Borrower’s Liabilities Guarantors’ obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Limited Guarantee or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent Company against one or more of the Lenders against the Borrower Buyer Parties or any other insider guarantor or Person interested in the transactions contemplated by the Merger Agreement liable with respect to any Collateralof 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 one or more of the Borrower Buyer Parties or any other insider guarantorPerson 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 Obligations and Prevailing Party Costs, if applicable, shall have been irrevocably paid in full 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 any Guarantor the Guarantors in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the LendersCompany, shall be segregated from other property and funds of the Guarantor Guarantors and shall forthwith be paid or delivered to the Agent Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, whether matured or unmaturedif applicable, in accordance with the terms of the Notes and the Loan Merger Agreement, whether matured or unmatured, or to be held as collateral for any Borrower’s Liabilities Obligations or other amounts payable under this Guaranty Prevailing Party Costs, if applicable, 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 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 pursuant to this Guaranty.

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 be subrogated to any of the rights that it may now have of the Administrative Agent or hereafter acquire any other Secured Party against the any Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Administrative Agent or enforcement any other Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties by 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 the Borrower 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 claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or rightotherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment Borrower 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 Administrative Agent) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of Administrative Agent and the Lendersother 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 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 the Borrower Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 Administrative 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 pursuant to this Guarantymay 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 or hereafter acquire against the Borrowers or any other Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Parties against any Borrower or any other insider guarantor that arise from 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 Borrower’s Liabilities under 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 respect Section 1(c) after satisfaction of this Guarantythe Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, the Loan Agreementwhether now or hereafter existing, the Notes, the other Transaction Documents or of any document or instrument delivered by the Borrower Credit Party to the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, or to be held as collateral for in the event 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 Borrowers or any other amounts payable under this Guaranty has occurred, except in Consolidated Entity becomes a “debtor” within the case meaning of a Reinstatement Event (as defined below)the Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver 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 in any such proceeding, each Guarantor hereby assigning to the Guarantor appropriate documentsAdministrative Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect thereof.

No Subrogation. The Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower Parent, Merger Sub or any other insider guarantor Person liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Borrowersuch Guarantor’s Liabilities obligation under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Limited Guarantee or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, 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 Agent Company against Parent, Merger Sub or the Lenders against the Borrower or any such other insider guarantor or any CollateralPerson, 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 the Borrower Parent, Merger Sub or any such other insider guarantorPerson, 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 full in cash or otherwise fully performed. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities Guaranteed Obligations and all any other amounts that may be payable under this GuarantyLimited Guarantee, such amount shall be received and held in trust for the benefit of the LendersCompany, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Agent Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Guaranteed Obligations and all any other amounts that may be payable under this Guaranty, whether matured or unmaturedLimited Guarantee, in accordance with the terms of the Notes Merger Agreement and the Loan Agreementherewith, whether matured or unmatured, or to be held as collateral for any Borrower’s Liabilities the Guaranteed Obligations or other amounts payable under this Guaranty Limited Guarantee 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 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 pursuant to this Guaranty.

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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations 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 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 Agent Company against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and against 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 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 pursuant 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; (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 (a) Any and all present and future debts and obligations of each Borrower to the Guarantor, including rights of reimbursement and subrogation, are hereby unconditionally postponed in favor of and irrevocably agrees not subordinated to exercise any rights that it may now have or hereafter acquire against the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement payment in full in cash of all of the Borrower’s Liabilities under Guaranteed Obligations and termination of all the Commitments; provided, however, that the payment of such present and future debts other than those due by virtue of rights of reimbursement and subrogation with respect to this Guaranty shall be so postponed and subordinated only if an Event of Default shall have occurred and be continuing. (b) Notwithstanding any payment or in respect of payments made or expenses incurred by the Guarantor pursuant to this Guaranty, the Loan AgreementGuarantor shall not be subrogated, the Notesin whole or in part, 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 rights of the Agent or the Lenders Lender Parties against the Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or Borrowers under contract, statute or common law, including, without limitation, the right to take or receive from Credit Documents until the Borrower or any other insider guarantor, directly or indirectly, Guaranteed Obligations shall have been paid in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightfull and the Commitments have terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantysentence, such amount shall be received deemed to have been paid to the Guarantor for the benefit of, and held in trust for for, the benefit of the LendersLender Parties and, shall be segregated from other property and funds of the Guarantor and in addition, shall forthwith be paid or delivered to the Administrative Agent in for the same form as so received (with any necessary endorsement or assignment) account of the Lender Parties to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the Borrower’s Liabilities relevant Borrower if such obligations are then unmatured. The Guarantor hereby agrees that, as between the Guarantor on the one hand and all the Lender Parties on the other amounts hand, the Guaranteed Obligations may be declared to be forthwith due and payable under this Guarantynotwithstanding any stay, whether matured injunction or unmaturedother prohibition preventing such declaration as against any of the Borrowers and that, in accordance with the terms event of any such declaration, the Guaranteed Obligations (whether or not then due and payable by any of the Notes Borrowers) shall forthwith become due 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 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 pursuant to for purposes of this Guaranty.

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 the Borrower one or any other insider guarantor both of Parent and Acquisition Sub that arise from the existence, payment, performance performance, or enforcement of the BorrowerGuarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Guarantee or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent Company against one or the Lenders against the Borrower both of Parent or any other insider guarantor or any CollateralAcquisition 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 the Borrower one or any other insider guarantorboth of Parent or 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 Payment Obligations and Prevailing Party Costs (as defined below), if applicable, shall have been terminated or paid in full 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities Payment Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the LendersCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Payment Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, if applicable, 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 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 pursuant to this Guaranty.

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 or hereafter acquire against the any Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made by the existence, payment, Guarantor under or pursuant to this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Guaranteed Parties against any Borrower or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitationother Guarantor, 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 Agent Guaranteed Obligations, in each case whether such claims or the Lenders against the Borrower or any other insider guarantor or any Collateral, 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 the Borrower 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 rightotherwise. 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 indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting 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 liability of the Borrower’s Liabilities and all Guarantor under any other amounts payable under provision of this Guaranty has occurredGuaranty. Additionally, except in the case event any Borrower or any other Guarantor becomes a “debtor” within the meaning of a Reinstatement Event (as defined below)the Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for the Guarantor’s request , and expenseis hereby authorized and appointed by the Guarantor, execute to file proofs of claim on behalf of the Guarantor and deliver 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 any Borrower or any other Guarantor to the Guarantor appropriate documentsin any such proceeding, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation Guarantor hereby assigning to the Guarantor Administrative Agent all of an interest its rights in respect of any such claim, including the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant right to this Guarantyreceive 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 the any Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities Guarantor's obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, 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, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Credit Agent or the Lenders any Lender against the any Borrower or any other insider guarantor collateral that Credit Agent or any CollateralLender 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 the Borrower or any other insider guarantorBorrower, 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 that claim or other right. If In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or 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 Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Credit Agent or any Lender. Any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantybenefit of, such amount shall be received and held in trust for the benefit of the Lendersfor, 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 Credit Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed 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 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 accordance 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 Agreement and that the waivers set forth in this 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 disposition of all or any portion of the Collateral at any public or private sale or other disposition. Guarantor waives (to the extent permitted by law) any claims Guarantor may have against Credit Agent or any 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 Credit Agent might have obtained at a public sale, or was less than the aggregate amount of the Guaranteed 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 terms of the Notes and the Loan Agreementa Purchase Commitment, or to be held as collateral for any other disposition of Collateral arranged by any Borrower’s Liabilities , whether before or other amounts payable under this Guaranty thereafter arisingafter the occurrence of an Event of Default, will be deemed to have been made in a commercially reasonable manner. After Guarantor acknowledges that Mortgage Loans are collateral of a type that is the Loan Agreement has been terminated subject of widely distributed standard price quotations and the Notes canceled and the indefeasible payment in full in cash that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor waives any right Guarantor may have to prior notice of the Borrower’s Liabilities sale of Pledged Securities, and all other amounts payable under this Guaranty has occurred, except in the case agrees that Credit Agent or any Lender may purchase Pledged Loans and Pledged Securities at a private sale 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 pursuant to this GuarantyCollateral.

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 or hereafter acquire against the Borrower Company or any other insider guarantor that arise from at any time as a result of any payment made by New ICE Parent under or pursuant to this Parent Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Company or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitationother 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 Agent Guaranteed Obligations, in each case whether such claims or the Lenders against the Borrower or any other insider guarantor or any Collateral, 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 the Borrower 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 rightotherwise. If New ICE Parent further agrees that if any amount shall be paid to or any Guarantor in violation 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 indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Note Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of New ICE Parent under any other provision of this Parent Guaranty. Additionally, in the event the Company or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After guarantor becomes a “debtor” within the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash meaning 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)Bankruptcy Code, the Agent Guaranteed Parties, 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 Lenders willrights of New ICE Parent in any plan of reorganization, at and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Guarantor’s request and expenseCompany or any other guarantor to New ICE Parent in any such proceeding, execute and deliver New ICE Parent hereby assigning to the Guarantor appropriate documentsGuaranteed Parties all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect thereof.

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 Borrower Buyer Parties or any other insider guarantor Person liable with respect to any of the Obligations that arise from the existence, payment, performance performance, or enforcement of the BorrowerGuarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Limited Guaranty or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent Company against one or both of the Lenders against the Borrower Buyer Parties or any other insider guarantor or Person interested in the transactions contemplated by the Merger Agreement liable with respect to any Collateralof 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 one or both of the Borrower Buyer Parties or any other insider guarantorPerson 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 Obligations and Prevailing Party Costs, if applicable, shall have been irrevocably paid in full 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, if applicable, such amount shall be received and held in trust for the benefit of the LendersCompany 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 Agent 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 to the Borrower’s Liabilities Obligations and all other amounts payable under this GuarantyPrevailing Party Costs, if applicable, 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 Obligations or other amounts payable under this Guaranty Prevailing Party Costs, if applicable, 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 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 pursuant to this Guaranty.

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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations 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 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 Agent Guaranteed Party against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and against 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 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 pursuant 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 his corresponding payment obligations under this Limited Guaranty; (ii) the Guarantor shall have all defenses to the payment of 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 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 be subrogated to any of the rights that it may now have or hereafter acquire of the Agent against the Borrower Lessor, the Lessee or any other insider guarantor that arise 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 Borrower’s Liabilities under or any other Person in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered payments made by the Borrower Guarantor hereunder, until all amounts owing to the Lenders Agent hereunder are paid in connection therewith or pursuant theretofull, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right at which time the Guarantor shall be subrogated to participate in any claim or remedy of all such rights held by the Agent or and the Lenders against Participants, who agree by acceptance hereof to execute such documents and take such actions as are reasonably necessary to transfer such rights to the Borrower or any other insider guarantor or any CollateralGuarantor and to enable the Guarantor to enforce such rights, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, at the right to take or receive from the Borrower 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 rightGuarantor's expense. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities Obligations and all other amounts payable under this Guarantyowing hereunder shall not have been paid in full, such amount shall be received and held by the Guarantor in trust for the benefit of the LendersAgent, 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 Agent in the same exact form as so received by the Guarantor (with any necessary endorsement or assignment) duly indorsed by the Guarantor to the Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance with such order as the terms Agent may determine. Nothing contained in this Section 4 shall restrict the Lessee from exercising any rights that it has under any of the Notes 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 Loan AgreementAgent, 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 benefit of the Borrower’s Liabilities and all other amounts payable under this Guaranty Participants, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has occurred, except in the case of a Reinstatement Event (as defined below), the Agent and the Lenders will, at destroyed the Guarantor’s request 's rights of subrogation and expense, execute and deliver to reimbursement against 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 principal by the Guarantor pursuant to this Guarantyoperation of Section 580d of the California Code of Civil Procedure or otherwise.

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 be subrogated to any of the rights that it may now have of the Credit Facility Administrative Agent, the L/C Facility Administrative Agent or hereafter acquire any other Secured Party against the Parent Borrower, any Subsidiary Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existenceCredit Facility Administrative Agent, payment, performance the L/C Facility Administrative Agent or enforcement 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’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Subsidiary Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationuntil all amounts owing to the Credit Facility Administrative Agent, the right to take or receive from L/C Facility Administrative Agent and the other Secured Parties by Parent Borrower 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 Subsidiary Borrower on account of such claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (or rightshall not have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment 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 applicable Issuing Lender) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments 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 LendersL/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 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 to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as the terms of Credit Facility Administrative Agent or the Notes and the Loan AgreementL/C Facility Administrative Agent, 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 occurredapplicable, 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 pursuant to this Guarantymay 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 Collateral Agent or any other Secured Party, no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of the Collateral Agent or hereafter acquire any other Secured Party against the any Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Collateral Agent or enforcement any other Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, 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 Collateral Agent and the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or Secured Parties by set-off or in any other manner, payment or security the Borrowers on account of such claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or rightotherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment Borrower 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 Administrative Agent) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of Collateral Agent and the Lendersother 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 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 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 to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 Collateral 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 pursuant to this Guarantymay 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 or hereafter acquire against the Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Borrower or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes 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 Agreement, or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After Party becomes a “debtor” within the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash meaning 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)Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver vote the rights of each such Guarantor in any 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 Guarantor appropriate documentsAdministrative Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect thereof.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower Parent, Merger Sub or any other insider guarantor Person liable with respect to any of the Applicable Obligations that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligation under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents Guarantee or any document or instrument delivered by the Borrower to the Lenders other agreement in connection therewith or pursuant theretotherewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent Company against Parent, Merger Sub or the Lenders against the Borrower or any such other insider guarantor or any CollateralPerson, 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 the Borrower Parent, Merger Sub or any such other insider guarantorPerson, 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 Applicable Obligations and any other amounts that may be payable under this Guarantee shall have been paid in full in cash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities Applicable Obligations and all any other amounts that may be payable under this GuarantyGuarantee, such amount shall be received and held in trust for the benefit of the LendersCompany, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities Obligations and all any other amounts that may be payable under this Guaranty, whether matured or unmaturedGuarantee, in accordance with the terms of the Notes Merger Agreement and the Loan Agreementherewith, whether matured or unmatured, or to be held as collateral for any Borrower’s Liabilities the Applicable Obligations or other amounts payable under this Guaranty Guarantee 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 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 pursuant to this Guaranty.

No Subrogation. The Guarantor (a) Any and all present and future debts and obligations of each Other Borrower to the Guarantor, including rights of reimbursement and subrogation, are hereby unconditionally postponed in favor of and irrevocably agrees not subordinated to exercise any rights that it may now have or hereafter acquire against the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement payment in full in cash of all of the Borrower’s Liabilities under Guaranteed Obligations and termination of all the Commitments; provided that the payment of such present and future debts other than those due by virtue of rights of reimbursement and subrogation with respect to this Guaranty shall be so postponed and (b) Notwithstanding any payment or in respect of payments made or expenses incurred by the Guarantor pursuant to this Guaranty, the Loan AgreementGuarantor shall not be subrogated, the Notesin whole or in part, 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 rights of the Agent or Lender Parties against any Other Borrower under the Lenders against Credit Documents until the Borrower or any 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 the Borrower or any other insider guarantor, directly or indirectly, Guaranteed Obligations shall have been paid in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightfull and the Commitments shall have terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantysentence, such amount shall be received deemed to have been paid to the Guarantor for the benefit of, and held in trust for for, the benefit of the LendersLender Parties and, shall be segregated from other property and funds of the Guarantor and in addition, shall forthwith be paid or delivered to the Administrative Agent in for the same form as so received (with any necessary endorsement or assignment) account of the Lender Parties to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the Borrower’s Liabilities relevant Other Borrower if such obligations are then unmatured. The Guarantor hereby agrees that, as between itself on the one hand and all the Lender Parties on the other amounts hand, the Guaranteed Obligations may be declared to be forthwith due and payable under this Guarantynotwithstanding any stay, whether matured injunction or unmaturedother prohibition preventing such declaration as against any Other Borrowers and that, in accordance with the terms event 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)such declaration, the Agent Guaranteed Obligations (whether or not then due add payable by any Other Borrowers) shall forthwith become due 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 payable by the Guarantor pursuant to for purposes of this Guaranty.

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 be subrogated to any of the rights that it may now have of Collateral Agent or hereafter acquire any Purchaser against the Borrower or any other insider guarantor that arise from 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 Borrower’s Liabilities under Secured Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 Agent or the Lenders against the reimbursement from Borrower or any other insider guarantor Guarantor in respect of payments made by such Guarantor hereunder, until all of the 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 any CollateralPurchaser (with their designees, 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 the Borrower each case) have acquired all or any other insider guarantor, directly of the Collateral by credit bid 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 rightstrict foreclosure. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and Secured 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 other amounts payable under this Guarantyor 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 of the LendersPurchasers, shall be segregated from other property and the funds of the Guarantor such Guarantor, and shall shall, forthwith upon receipt by such Guarantor, be paid or delivered turned over to the 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 Collateral Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantySecured Obligations, whether matured or unmatured, in accordance with such order as Collateral Agent may determine unless otherwise specified in the terms Note Purchase Agreement. Guarantor agrees that the execution of the Notes Guaranty shall not be deemed to make Guarantor a “creditor” of any Grantor, and the Loan Agreementthat for purposes of Applicable Insolvency Laws, or to Guarantor shall not 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 deemed a “creditor” 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 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 pursuant to this GuarantyGrantor.

No Subrogation. The Notwithstanding the satisfaction by the Parent Guarantor hereby unconditionally of any liability hereunder and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower or notwithstanding any other insider guarantor that arise from term, provision or condition in the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Note Purchase Agreement, the NotesTransaction Documents or the Other Agreements until 370 days following the last payment or transfer by or on behalf of the Parent Guarantor with respect to the obligations guaranteed hereby and all other sums due under the Note Purchase Agreement, the other Transaction Documents or any document or instrument delivered by and the Borrower to Other Agreements (the Lenders in connection therewith or pursuant thereto"Period"), including, without limitation, the 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 Agent Parent Guarantor's performance under this Guarantee. In addition to and without in any way limiting the foregoing, during the Period the Parent Guarantor hereby subordinates any and all indebtedness of the Co-Issuers now or hereafter owed to the Parent Guarantor arising out of the Parent Guarantor's performance of its obligations under this Guarantee to all indebtedness of the Co-Issuers to the Noteholders, and agrees with the Noteholders that the Parent Guarantor shall not demand or accept any payment of principal or interest from the Co-Issuers with respect to such indebtedness, shall not claim any off-set or other reduction of the Parent Guarantor's obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the 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 omit to take under the provisions of this Guarantee or under the provisions of any of the Transaction Documents, the Agreement, the Other Agreements or the Lenders against the Borrower or any 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 the Borrower 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. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Lenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied 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 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 pursuant to this GuarantyNotes.

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 the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities Guarantor's obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, 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, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor collateral that Lenders now has or any Collateralmay 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 the Borrower or any other insider guarantorBorrower, 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 that claim or other right. If In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or 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 Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lenders. Any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantybenefit of, such amount shall be received and held in trust for the benefit of the Lendersfor, shall be segregated from other property Lenders and funds of the Guarantor and shall forthwith must immediately be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) Lenders to be credited and applied to the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Debt, whether matured or unmatured. Notwithstanding the blanket waiver of subrogation rights set forth above, in accordance with the terms Guarantor specifically acknowledges that any subrogation rights that Guarantor may have against Borrower or any collateral that Lenders now has or may acquire may be destroyed by a nonjudicial foreclosure of the Notes collateral. Without limiting the foregoing, Guarantor waives all rights and defenses arising out of Lenders' 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 otherwise. Guarantor specifically acknowledges that Guarantor will receive direct and indirect benefits from the arrangements contemplated by the California Code of Civil Procedure and the Loan Agreement, or to be held as collateral for any Borrower’s Liabilities or other amounts payable under Agreement and that the waivers set forth in this Guaranty thereafter arising. After the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment Section are knowingly made in full in cash contemplation 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 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 pursuant to this Guarantythose benefits.

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 be subrogated to any of the rights that it may now have of the Collateral Agent or hereafter acquire any other Credit Party against the any Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Collateral Agent or enforcement any other Credit Party for the payment of any of the Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guarantybe entitled to seek any contribution, the Loan Agreement, the Notes, 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 reimbursement or indemnification and from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, and notwithstanding the right to take or receive from the Borrower or any other insider guarantor, directly or indirectlyforegoing, in cash the event that any Guarantor possesses any such rights of subrogation, contribution, reimbursement or indemnification, all such rights shall in all respects be subordinated and junior in right of payment, until all amounts owing to the Collateral Agent and the other property or Credit Parties by set-off or in any other manner, payment or security each of the Borrowers on account of such claim, remedy or rightits Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation, contribution, reimbursement or indemnification rights at any time prior to the indefeasible payment in full in cash when any of the Borrower’s Liabilities and all Borrower Obligations (other amounts payable under this Guarantythan 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 Lendersother 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 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Agreement, or to be held such order 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 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 pursuant to this Guarantymay 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 Collateral Agent or any other Secured Party, no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of the Collateral Agent or hereafter acquire any other Secured Party against the any Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance Collateral Agent or enforcement any other Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, 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 Collateral Agent and the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or Secured Parties by set-off or in any other manner, payment or security the Borrowers on account of such claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or rightotherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment Borrower Obligations shall not have been paid in full in cash, 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 Administrative Agent) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments shall remain in effect, such amount shall be received and held by such Guarantor in trust for the benefit of Collateral Agent and the Lendersother 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 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 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 to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 Collateral 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 pursuant to this Guarantymay determine.

No Subrogation. The Guarantor hereby unconditionally Notwithstanding the satisfaction by the Guarantors of any liability hereunder and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower or notwithstanding any other insider guarantor that arise from term, provision or condition in the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Note Purchase Agreement, the NotesTransaction Documents or the Other Agreements, until 370 days following the last payment or transfer by or on behalf of the Guarantors with respect to the Guaranteed Obligations and other sums due under the Note Purchase Agreement, other Transaction Documents or any document or instrument delivered by and the Borrower to Other Agreements (the Lenders in connection therewith or pursuant thereto"Period"), including, without limitation, none of the 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 collateral for the Notes with respect to obligations owing to such Guarantor arising out of the Agent or the Lenders against the Borrower or any 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 the Borrower 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 its performance of such claim, remedy or right. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable its obligations under this Guaranty. In addition to and without in any way limiting the foregoing during the Period, such amount shall be received each Guarantor hereby subordinates any and held in trust for the benefit all indebtedness of the Lenders, shall be segregated from other property and funds Co-Issuers now or hereafter owed to such Guarantor arising out of the Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Borrower’s Liabilities and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms such Guarantor's performance of the Notes and the Loan Agreement, or to be held as collateral for any Borrower’s Liabilities or other amounts payable its obligations under this Guaranty thereafter arising. After to all indebtedness of the Loan Agreement has been terminated Co-Issuers to the Noteholders, and agrees with the Noteholders that such Guarantor shall not demand or accept any payment of principal or interest from the Co-Issuers with respect to such indebtedness, shall not claim any off-set or other reduction of such Guarantor's obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the collateral from the Notes canceled and in satisfaction of any such indebtedness. Further, each Guarantor shall not have any right of recourse against the indefeasible payment in full in cash Noteholders by reason of any action the Noteholders may take or omit to take under the provisions of this Subsidiary Guaranty or under the provisions of any of the Borrower’s Liabilities and all other amounts payable under Transaction Documents, this Guaranty has occurred, except in the case of a Reinstatement Event (as defined below)Agreement, the Agent and Other Agreements or 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 pursuant to this GuarantyNotes.

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 payments made by the Borrower Company hereunder, or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Borrower or any 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 the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or application of funds of the Company by the Administrative Agent or any Lender, the Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the applicable Subsidiary 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 Company seek or be entitled to seek any contribution or reimbursement from the Subsidiaries in any other mannerrespect of payments made by the Company hereunder, payment or security until all amounts owing to the Administrative Agent and the Lenders by the Subsidiaries on account of such claimthe Obligations are paid in full, remedy or rightno Letter of Credit shall be outstanding and the Commitments and Loans are terminated. If any amount shall be paid to any Guarantor in violation the Company on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations shall not have been paid in full, such amount shall be received and held by the Company in trust for the benefit of Administrative Agent and the Lenders, shall be segregated from other property and funds of the Guarantor Company, and shall shall, forthwith upon receipt by the Company, be paid or delivered turned over to the Administrative Agent in the same exact form as so received by the Company (with any necessary endorsement or assignment) duly indorsed by the Company to the Administrative Agent, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyObligations, whether matured or unmatured, in accordance such order as the Administrative Agent may determine. (h) Section 2.3 of the Collateral Agreement is amended to replace each reference to “Subsidiary Borrower Obligations” appearing therein with “Obligations”. (i) Section 2.4 of the Collateral Agreement is amended to (i) replace each reference to “Subsidiary Borrower Obligations” appearing therein with “Obligations”, (ii) replace each reference to “Subsidiary Borrowers” appearing therein with “Subsidiaries” and (iii) replace each reference to “Subsidiary Borrower” appearing therein with “Subsidiary”. (j) Section 2.5 of the Collateral Agreement is amended to (i) replace the reference to “Subsidiary Borrower Obligations” appearing therein with the terms word “Obligations” and (ii) replace each reference to “Subsidiary Borrower” appearing therein with the word “Borrower”. (k) Clause (a) of Section 3.1 of the Notes Collateral Agreement is amended to (i) insert the phrase “and its Subsidiaries” immediately after the word “Company” appearing therein and (ii) delete the phrase “Company Obligations and the Loan Agreement, or Company’s Guarantor” appearing therein. (l) Clause (c) of Section 3.1 of the Collateral Agreement is amended to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After delete the Loan Agreement has been terminated phrase “Company Obligations and the Notes canceled Company’s Guarantor” appearing therein. (m) Clause (d) of Section 3.1 of the Collateral Agreement is amended to (i) delete the phrase “Company Obligations and the indefeasible payment in full in cash Company’s Guarantor” appearing therein, (ii) insert the phrase “and its Subsidiaries” immediately after the word “Company” appearing therein and (iii) delete the phrase “Company Obligations and any Company’s Guarantor” appearing therein. (n) Clause (e) of Section 3.1 of the BorrowerCollateral Agreement is amended to (i) delete the phrase “Company Obligations or the Company’s Liabilities Guarantor” in each instance appearing therein and all other amounts payable under this Guaranty has occurred, except in (ii) delete the case of a Reinstatement Event (as defined below), the Agent phrase “Company Obligations and the Company’s Guarantor” in each instance appearing therein. (o) Section 3.3 of the Collateral Agreement is amended to (i) delete the phrase “Company Obligations or the Company’s Guarantor” appearing therein, (ii) insert the phrase “or any Subsidiary” immediately after the phrase “the Lenders willby the Company” appearing therein and (iii) delete the phrase “Company Obligations and the Company’s Guarantor” in each instance appearing therein. (p) Section 3.4 of the Collateral Agreement is amended to (i) delete the phrase “Company Obligations and the Company’s Guarantor” in each instance appearing therein and (ii) delete the phrase “Company Obligations or the Company’s Guarantor” in each instance appearing therein. (q) Section 3.5 of the Collateral Agreement is amended to (i) delete the phrase “Company Obligations or the Company’s Guarantor” in each instance appearing therein and (ii) delete the phrase “Company Obligations and the Company’s Guarantor” in each instance appearing therein. (r) Section 3.6 of the Collateral Agreement is amended to delete the phrase “Company Obligations or the Company’s Guarantor” appearing therein. (s) Section 3.7 of the Collateral Agreement is amended to replace the reference to “Optional Currency” appearing therein with “Agreed Currency”. (t) Section 4 of the Collateral Agreement is amended to replace the phrase “such Grantor’s” appearing therein with the word “the”. (u) Section 5.2 of the Collateral Agreement is amended to replace the phrase “such Grantor’s” appearing therein with the word “the”. (v) Section 6.6 of the Collateral Agreement is amended to (i) replace the phrase “such Grantor’s” appearing therein with the word “the” and (ii) delete the words “applicable Grantor’s” appearing therein. (w) Section 7.5 of the Collateral Agreement is amended to replace the word “Lenders” appearing therein with the words “Secured Parties” in each instance. (x) Section 9.4 of the Collateral Agreement is amended to replace the word “Guarantor” appearing therein with the word “Grantor” in each instance. (y) Section 9.14 of the Collateral Agreement is amended to (i) insert the words “Guarantors and” immediately after the word “Additional” appearing therein, at (ii) delete the Guarantor’s request word “Borrower” appearing immediately after the word “Subsidiary” in each case appearing therein and expense, execute and deliver (iii) insert the phrase “Guarantor and” immediately after the phrase “shall become a” appearing therein. (z) Section 1 of Annex 1 to the Collateral Agreement is amended to (i) insert the phrase “Guarantor appropriate documentsand as a” immediately before the phrase “Grantor thereunder with”, without recourse (ii) insert the phrase “as a Guarantor and” immediately after the words “originally named therein” and without representation or warranty, necessary to evidence (iii) insert the transfer by subrogation to phrase “Guarantor and a” immediately after the Guarantor phrase “obligations and liabilities of an interest in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantya” appearing therein.

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 or hereafter acquire against the Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Borrower or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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. 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightTotal Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower 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 Subsidiary of the Borrower’s Liabilities and all other amounts payable under this Guaranty has occurred, except in Borrower becomes a “debtor” within the case meaning of a Reinstatement Event (as defined below)the Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver 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 Borrower or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Guarantor appropriate documentsAdministrative Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect thereof.

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 the Borrower Parent or Merger Sub or any other insider guarantor 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 BorrowerGuarantor’s Liabilities obligations 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 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 Agent or the Lenders Guaranteed Party against the Borrower Parent, Merger Sub or any other insider guarantor Person now or any Collateralhereafter 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 the Borrower Parent, Merger Sub or any other insider guarantorPerson 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 any the Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of the Borrower’s Liabilities Guaranteed Obligations and all other amounts payable under this Guarantysuch Expenses, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent 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 Borrower’s Liabilities contrary contained in this Limited Guaranty or otherwise (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 any bankruptcy, insolvency, reorganization 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 all (B) any defenses expressly waived hereby: (i) to the extent Parent, Merger Sub or any other amounts payable 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, whether matured or unmatured, in accordance with ; 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 Notes and Merger Agreement with respect to the Loan AgreementGuaranteed Obligations, as well as any defenses in respect of any fraud 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 willful misconduct 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 Lenders will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation Guaranteed Party hereunder 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 any breach by the Guarantor pursuant to this GuarantyGuaranteed 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 Borrower or any other insider guarantor Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Borrowersuch Guarantor’s Liabilities obligations 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 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 Agent Guaranteed Party against Parent or the Lenders against the Borrower or any other insider guarantor or any CollateralMerger 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 the Borrower Parent or any other insider guarantorMerger 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 any either Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment satisfaction in full in cash of his Guaranteed Percentage of the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, such amount shall be received and held in trust for the benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the such Guarantor and shall forthwith be paid or delivered to the Agent 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 such Guarantor under this Limited Guaranty. Notwithstanding anything to the Borrower’s Liabilities 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 all other amounts payable defenses expressly waived hereby: (i) to the extent Parent or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, each Guarantor shall be similarly relieved of his corresponding portion of the payment obligations under this Limited Guaranty; (ii) 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, whether matured as well as any defenses in respect of any fraud or unmatured, in accordance with willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any of 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 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 pursuant to this Guarantyprovisions hereof.

No Subrogation. The Notwithstanding any payment or payments by Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower hereunder or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Borrower or any 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 the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in application of funds of Guarantor by Lender, Guarantor shall not be entitled to be subrogated to any of the rights of Lender against Borrower, any other mannerObligor or any other Person or guarantee or right of offset held by Lender of the payment of the Guaranteed Indebtedness, payment nor shall Guarantor seek or security be entitled to any reimbursement or contribution from Borrower, any other Obligor, or any other Person in respect of payments made by Guarantor hereunder, until all amounts owing to Lender by Borrower on account of such claim, remedy or rightthe Guaranteed Indebtedness are indefeasibly paid in full in cash. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence subrogation rights at any time prior to when all of the indefeasible payment Guaranteed Indebtedness has not been indefeasibly paid in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantycash, such amount shall be received and held by Guarantor in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor Guarantor, and shall forthwith shall, immediately upon receipt by Guarantor, be paid or delivered turned over to the Agent Lender in the same exact form as so received by Guarantor (with any necessary endorsement or assignment) duly endorsed by Guarantor to Lender, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Indebtedness, whether matured or unmatured, in accordance with the terms such order as Lender may determine. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. EXECUTED as of the Notes date first above written. GUARANTOR: AMERICARE BENEFITS, INC. By:/s/ Xxxxxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxxx Print Title: Sr. Vice President and the Loan AgreementTreasurer FIRST RESTATED GUARANTY AGREEMENT THIS FIRST RESTATED GUARANTY AGREEMENT (“Guaranty”) is made as of July 6, 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 occurred2004, except in the case of a Reinstatement Event by Guarantor (as defined belowhereinafter defined) for the benefit of Lender (as hereinafter defined), 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 pursuant to this Guaranty.

No Subrogation. The (a) Notwithstanding any payment or payments made by the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower hereunder or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Borrower or any 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 the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or application of funds of the Guarantor by the Company, the Guarantor shall not be entitled to be subrogated to any of the rights of the Company against the Seller or any collateral security or guarantee or right of offset held by the Company for the payment of the Seller Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Seller in any other mannerrespect of payments made by the Guarantor hereunder, payment or security until all amounts owing to the Company by the Seller on account of such claim, remedy or rightthe Seller Obligations are paid in full and the Purchase Agreement is terminated. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantySeller Obligations shall not have been paid in full, such amount shall be received and held by the Guarantor in trust for the benefit of the LendersCompany, 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 Agent Company in the same exact form as so received by the Guarantor (with any necessary endorsement or assignment) duly indorsed by the Guarantor to the Company, if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantySeller Obligations, whether matured or unmatured, in accordance with such order as the terms Company may determine. (b) Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Notes Guarantor by the Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender against the Servicer or any collateral security or guarantee or right of offset held by the Agent or any Lender for the payment of the Servicer Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Servicer in respect of payments made by the Guarantor hereunder, until all amounts owing to the Agent or any Lender by the Servicer on account of the Servicer Obligations are paid in full and the Loan AgreementRLSA is terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Servicer Obligations shall not have been paid in full, or to such amount shall be held as collateral by the Guarantor in trust 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 Lenders willLenders, at segregated from other funds of the Guarantor’s request , and expenseshall, execute and deliver forthwith upon receipt by the Guarantor, be turned over 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 Agent in the Borrower’s Liabilities resulting from such payment made exact form received by the Guarantor pursuant (duly indorsed by the Guarantor to this Guarantythe Agent, if required), to be applied against the Servicer Obligations, whether matured or unmatured, in such order as the 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 the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the BorrowerGuarantor’s Liabilities obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, 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, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders Lender against the Borrower or any other insider guarantor collateral that Lender now has or any Collateralmay 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 the Borrower or any other insider guarantorBorrower, 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 that claim or other right. If In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or 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 Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. Any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantybenefit of, such amount shall be received and held in trust for the benefit of the Lendersfor, shall be segregated from other property Lender and funds of the Guarantor and shall forthwith must immediately be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) Lender to be credited and applied to the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed 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 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 accordance 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 Agreement and that the waivers set forth in this 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 disposition of all or any portion of the Collateral at any public or private sale or other disposition. Guarantor waives (to the extent 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 was less than the aggregate amount of the Guaranteed 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 terms of the Notes and the Loan Agreementa 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 be held as have been made in a commercially reasonable manner. Guarantor acknowledges that Mortgage Loans are collateral for of a type that is the subject of widely distributed standard price quotations and that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor waives 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 right Guarantor may have to prior notice of the Borrower’s Liabilities sale of Pledged Securities, and all other amounts payable under this Guaranty has occurred, except in the case agrees that Lender may purchase Pledged Loans and Pledged Securities at a private sale 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 pursuant to this GuarantyCollateral.

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 be subrogated to any of the rights that it may now have of the Collateral Agent or hereafter acquire any other Secured Party against the Borrower or any other insider guarantor that arise 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, 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 Borrower’s Liabilities under or Obligations in respect of this Guarantypayments made by such Guarantor hereunder, until all amounts owing to the Loan Agreement, the Notes, Collateral Agent and the other Transaction Documents or any document or instrument delivered Secured Parties 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 Credit Parties on account of such claimthe Obligations under the Credit Documents are paid in full, remedy or rightthe Commitments are terminated and no Letters of Credit shall be outstanding. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all the indefeasible payment Guaranteed Obligations shall not have been paid in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantyfull, such amount shall be received and held by such Guarantor in trust for the benefit of Collateral Agent and the Lendersother 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 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 the Guaranteed Obligations, whether due or to become due, in such order as the Collateral Agent may determine. Notwithstanding anything to the Borrower’s Liabilities contrary contained in this Guarantee, no Guarantor shall exercise any rights of contribution, exoneration, indemnity, subrogation or reimbursement, or any other similar claim, and all other amounts payable under this Guaranty, whether matured shall not proceed or unmatured, in accordance seek recourse against or with the terms respect to any property or asset of the Notes and Borrower, any other Guarantor, or any other guarantor of the Loan Obligations (including after payment in full of the Guaranteed Obligations) if all or any portion of the Obligations has been satisfied in connection with an exercise of remedies in respect of the Equity Interests of the Borrower, such Guarantor, or such other guarantor whether pursuant to the Security Agreement, the Pledge 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 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 pursuant to this Guarantyotherwise.

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 or hereafter acquire against the Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Borrower or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 subrogationpayment to the Guaranteed Obligations; provided that at any time an Event of Default does not exist, reimbursement, exoneration, contribution or indemnification payments and any right distributions may be paid to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any Collateral, whether or not (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 the Borrower 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 rightGuarantor. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any rights of contribution at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After Credit Party becomes a “debtor” within the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash meaning 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)Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver 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 Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Guarantor appropriate documentsAdministrative Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect 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 ABL Collateral Agent or any other Secured Party, no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of the ABL Collateral Agent or hereafter acquire any other Secured Party against the any Borrower or any other insider guarantor that arise from Guarantor or any collateral security or guarantee or right of offset held by the existence, payment, performance ABL Collateral Agent or enforcement any other Secured Party for the payment of the Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or be entitled to seek 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 reimbursement from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, 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 ABL Collateral Agent and the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or Secured Parties by set-off or in any other manner, payment or security the Borrowers on account of such claimthe Borrower Obligations are paid in full in cash, remedy or rightno Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment 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 Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments 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 Lendersother 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 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 to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 ABL Collateral 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 pursuant to this Guarantymay 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 or hereafter acquire against the Borrower Company or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Company or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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 held by any Guaranteed Party to secure payment of the Borrower 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Investment Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Company or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After Credit Party becomes a “debtor” within the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash meaning 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)Bankruptcy Code, the Collateral Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver 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 Company or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Guarantor appropriate documentsCollateral Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect thereof.

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 the Borrower or any other insider guarantor that arise from the existenceobtain, payment, performance or enforcement by reason of the Borrower’s Liabilities under or in respect performance of the terms and provisions of this Guaranty, to succeed to or be subrogated to any of the Loan Agreement, rights of any Guaranteed Party against the Notes, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitationBorrower, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor Guarantor or any Collateral, whether security or not such claim, remedy guarantee or right arises of setoff held by such Guaranteed Party for the payment of the Guaranteed Obligations pursuant to the Credit Agreement or otherwise. Until such time as the Guaranteed Obligations are fully paid and performed in equity or under contractfull, statute or each Guarantor hereby further irrevocably waives all contractual, common law, includingstatutory or other rights of reimbursement, without limitationcontribution, exoneration or indemnity (or any similar right) from or against the right to take or receive from the Borrower Borrower, any other Guarantor or any other insider guarantorPerson which may have arisen in connection with this Guaranty. So long as the Guaranteed Obligations remain outstanding, 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. If if any amount shall be paid by or on behalf of the Borrower to any Guarantor in violation on account of any of the immediately preceding sentence at any time prior to the indefeasible payment rights waived in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantyparagraph, 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 and held in trust by such Guarantor (duly endorsed by such Guarantor to the Security Trustee for the benefit of the Lendersother Guaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) if required), to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmatured, in accordance with reverse order of maturity. The provisions of this paragraph shall survive the terms term of the Notes this Guaranty 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 Guaranteed Obligations and the Lenders will, at termination of 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 pursuant to this GuarantyLoan Documents.

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 the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities Guarantor's obligations under or in respect of this Guaranty, the Loan Agreement, the Notes, 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, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or the Lenders Lender against the Borrower or any other insider guarantor collateral that Lender now has or any Collateralmay 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 the Borrower or any other insider guarantorBorrower, 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 that claim or other right. If In addition, to the extent permitted by law, Guarantor irrevocably releases and waives any such subrogation rights or rights of reimbursement, exoneration, contribution or 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 Debt constitute a preference in favor of Guarantor or a claim under the U.S. Bankruptcy Code that the preference is recoverable from Lender. Any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior two sentences is deemed to have been paid to Guarantor for the indefeasible payment in full in cash of the Borrower’s Liabilities and all other amounts payable under this Guarantybenefit of, such amount shall be received and held in trust for the benefit of the Lendersfor, shall be segregated from other property Lender and funds of the Guarantor and shall forthwith must immediately be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment) Lender to be credited and applied to the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed 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 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 accordance 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 California Code of Civil Procedure and Ythe Agreement and that the waivers set forth in this 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 disposition of all or any portion of the Collateral at any public or private sale or other disposition. Guarantor waives (to the extent 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 was less than the aggregate amount of the Guaranteed 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 terms of the Notes and the Loan Agreementa 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 be held as have been made in a commercially reasonable manner. Guarantor acknowledges that Mortgage Loans are collateral for of a type that is the subject of widely distributed standard price quotations and that Mortgage-backed Securities are collateral of a type that is customarily sold on a recognized market. Guarantor waives 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 right Guarantor may have to prior notice of the Borrower’s Liabilities sale of Pledged Securities, and all other amounts payable under this Guaranty has occurred, except in the case agrees that Lender may purchase Pledged Loans and Pledged Securities at a private sale 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 pursuant to this GuarantyCollateral.

No Subrogation. The Guarantor hereby unconditionally and irrevocably agrees Notwithstanding any payment or payments made by the Pledgor hereunder, or any setoff or application of funds of the Pledgor by any Holders of the Senior Secured Notes Guarantee, or the receipt of any amounts by the Trustee or any Holder of the Senior Secured Notes Guarantee with respect to any of the Collateral, the Pledgor shall not be entitled to exercise be subrogated to any of the rights that it may now have of the Trustee or hereafter acquire any Holder of the Senior Secured Notes Guarantee against the Borrower Issuer or against any other collateral security held by the Senior Secured Notes Trustee or any other insider guarantor that arise holder for the payment of the Senior Secured Notes, nor shall the Pledgor seek any reimbursement from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or Issuer in respect of payments made by the Pledgor in connection with this Guaranty, the Loan Agreement, or amounts realized by the Notes, the other Transaction Documents Trustee or any document or instrument delivered by Holders of the Borrower Senior Secured Notes Guarantee in connection with the Collateral, until all amounts owing to the Lenders in connection therewith or pursuant thereto, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification Trustee and any right to participate in any claim or remedy the Holders of the Agent or the Lenders against the Borrower or any 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 the Borrower 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 Senior Secured Notes on account of such claim, remedy or rightthe Senior Secured Notes are paid in full. If any amount shall be paid to any Guarantor in violation the Pledgor on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantySenior Secured Notes shall not have been paid in full, such amount shall be received and held by the Pledgor in trust for the benefit of the LendersTrustee, shall be segregated from other property and funds of the Guarantor Pledgor, and shall shall, forthwith upon receipt by the Pledgor, be paid or delivered turned over to the Agent Trustee in the same exact form as so received by the Pledgor (with any necessary endorsement or assignmentduly indorsed by the Pledgor to the Trustee, if required) to be credited and applied to against the Borrower’s Liabilities and all other amounts payable under this GuarantySenior Secured Notes, whether matured or unmatured, in accordance with such order as 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 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 pursuant to this GuarantyTrustee 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 or hereafter acquire against the Borrowers or any other Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Parties against any Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, the other Transaction Documents or any document or instrument delivered by the Borrower to the Lenders in connection therewith or pursuant thereto, including, without limitationGuarantor, 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 other security held by any Guaranteed Party to secure payment of the Agent Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including without limitation the Lenders against Bankruptcy Code), common law or otherwise; provided, however, that each Guarantor may enforce the Borrower 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 insider guarantor or any CollateralLoan Document, 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 the Borrower 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. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in cash of all Secured Obligations. If the Borrower’s Liabilities Guaranteed Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and all other amounts payable 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 amount payment shall be received and 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 LendersBorrowers or any other Consolidated Entity becomes a “debtor” within the meaning of the Bankruptcy Code, the Administrative Agent shall be segregated from other property and funds entitled, at its option, on behalf of the Guaranteed Parties and 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 shall forthwith be paid 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 delivered such Consolidated Entity to any Guarantor in any such proceeding, each CHAR1\0000000x0 Guarantor hereby assigning to the Administrative Agent all of its rights in respect of any such claim, including the same form as so received (with any necessary endorsement or assignment) right to be credited receive payments and applied to the Borrower’s Liabilities and all other amounts payable under this Guaranty, whether matured or unmatured, distributions 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 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 pursuant to this Guarantyrespect thereof.

No Subrogation. The Notwithstanding any payment made by the Parent Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower hereunder or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the Borrower or any 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 the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in application of funds of the Parent Guarantor by the Administrative Agent or any other mannerGuaranteed Party, the Parent Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any other Guaranteed Party against any Borrower or any Guarantor or any guarantee or right of offset held by the Administrative Agent or any other Guaranteed Party for the payment of the Borrower Obligations, nor shall the Parent Guarantor seek or security be entitled to seek any contribution or reimbursement from any Borrower or any Guarantor in respect of payments made by the Parent Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Guaranteed Parties by any Borrower on account of such claimthe Borrower Obligations are paid in full in cash, remedy no Letter of Credit shall be outstanding (or rightshall not have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any the Parent Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all of the indefeasible payment 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 applicable Issuing Lender) or any of the Borrower’s Liabilities and all other amounts payable under this GuarantyCommitments shall remain in effect, such amount shall be received and held by the Parent Guarantor in trust for the benefit of Administrative Agent and the Lendersother Guaranteed Parties, shall be segregated from other property and funds of the Guarantor Parent Guarantor, and shall shall, forthwith upon receipt by the Parent Guarantor, be paid or delivered turned over to the Administrative Agent in the same exact form as so received by the Parent Guarantor (with any necessary endorsement or assignment) duly indorsed by the Parent 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 the Parent Guarantor and/or then or at any time thereafter may be applied to the Borrower’s Liabilities and all other amounts payable under this Guarantyagainst any Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 Administrative 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 pursuant to this Guarantymay 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 CDN Administrative Agent, the Administrative Agent or any CDN Lender, no Guarantor shall be entitled to exercise be subrogated to any of the rights that it may now have of the CDN Administrative Agent, the Administrative Agent or hereafter acquire any CDN Lender against the CDN Borrower or any other insider guarantor that arise 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 or enforcement of the Borrower’s Liabilities under or in respect of this Guaranty, the Loan Agreement, the Notes, 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 Agent or the Lenders against the CDN Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationuntil all amounts owing to the CDN Administrative Agent, the right to take or receive from Administrative Agent and the CDN Lenders by the CDN Borrower 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 claimthe CDN Borrower Obligations shall have been paid in full (other than contingent or indemnification obligations not then due), remedy no Letter of Credit or rightB/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 any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the indefeasible payment in full in cash when all of the Borrower’s Liabilities and all other amounts payable under this GuarantyCDN 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 Administrative 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 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyCDN Borrower Obligations, whether matured or unmatured, in accordance with such order as 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 CDN Administrative 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 pursuant to this Guarantymay 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 or hereafter acquire against the Borrower or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Borrower or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After Credit Party becomes a “debtor” within the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash meaning 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)Bankruptcy Code, the Administrative Agent and the Lenders willshall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor’s request , and expenseis hereby authorized and appointed by each Guarantor, execute to file proofs of claim on behalf of each relevant Guarantor and deliver 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 Borrower or such Credit Party to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Guarantor appropriate documentsAdministrative Agent all of its rights in respect of any such claim, without recourse including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect 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 be subrogated to any of the rights that it may now have of any Co-Collateral Agent or hereafter acquire any other Credit Party against the any Borrower or any other insider guarantor that arise from 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 Borrower’s Liabilities under Borrower Obligations, nor shall any Guarantor seek or in respect of this Guarantybe entitled to seek any contribution, the Loan Agreement, the Notes, 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 reimbursement or indemnification and from any right to participate in any claim or remedy of the Agent or the Lenders against the Borrower or any other insider guarantor or any CollateralGuarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, and notwithstanding the right to take or receive from the Borrower or any other insider guarantor, directly or indirectlyforegoing, in cash the event that any Guarantor possesses any such rights of subrogation, contribution, reimbursement or indemnification, all such rights shall in all respects be subordinated and junior in right of payment, until all amounts owing to the Co-Collateral Agents and the other property or Credit Parties by set-off or in any other manner, payment or security each of the Borrowers on account of 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 claim, remedy or rightLetters of Credit) and the Commitments are terminated. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation, contribution, reimbursement or indemnification rights at any time prior to the indefeasible payment in full in cash when any of the Borrower’s Liabilities and all Borrower Obligations (other amounts payable under this Guarantythan 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 Lendersother 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 Agent 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyBorrower Obligations, whether matured or unmatured, in accordance with the terms of the Notes and the Loan Agreement, or to be held such order 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 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 pursuant to this Guarantymay 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 or hereafter acquire against the Borrower Company or any other insider guarantor that arise from Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the existence, payment, performance or enforcement hereof, including any right of subrogation to the rights of any of the Borrower’s Liabilities under or in respect of this Guaranty, Guaranteed Parties against the Loan Agreement, the Notes, the other Transaction Documents Company or any document other Guarantor, any right of indemnity, contribution or instrument delivered 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 Borrower 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 the Lenders in connection therewith or pursuant theretosuch Guarantor, 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 Agent or the Lenders against the Borrower or any 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 the Borrower 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 rightGuaranteed Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the immediately preceding sentence occurrence and during the continuance of an Event of Noncompliance, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the indefeasible payment in full in cash satisfaction of the Borrower’s Liabilities and all other amounts payable under this GuarantyTermination Requirements, such amount or distribution shall be deemed to have been received and to be held in trust for the benefit of the LendersGuaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Agent Guaranteed 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 to against the Borrower’s Liabilities and all other amounts payable under this GuarantyGuaranteed Obligations, whether matured or unmaturednot matured, in accordance with the terms of the Notes applicable Investment Documents and without in any way discharging, limiting or otherwise affecting the Loan Agreementliability of such Guarantor under any other provision of this Guaranty. Additionally, in the event the Company or to be held as collateral for any Borrower’s Liabilities or other amounts payable under this Guaranty thereafter arising. After Company Party becomes a “debtor” within the Loan Agreement has been terminated and the Notes canceled and the indefeasible payment in full in cash meaning 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)Bankruptcy Code, the Agent 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 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 Lenders willrights of each such Guarantor in any plan of reorganization, at and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Guarantor’s request and expenseCompany or such Company Party to any Guarantor in any such proceeding, execute and deliver each Guarantor hereby assigning to the Guarantor appropriate documentsRequired Investors or any Person duly appointed thereby, without recourse all of its rights in respect of any such claim, including the right to receive payments and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest distributions in the Borrower’s Liabilities resulting from such payment made by the Guarantor pursuant to this Guarantyrespect thereof.