Common use of Rights of Reimbursement, Contribution and Subrogation Clause in Contracts

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor or the Borrower or from its property in respect of the Guaranteed Secured Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a the Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Secured Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, Guarantor and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Article X hereof will be deemed to be enforceable and payable after the guaranty under Article X hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor or the Borrower shall be enforceable solely after a the Discharge of the Guaranteed Secured Obligations and solely against the GuarantorsGuarantors or the Borrower, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Secured Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after the Discharge of the Guaranteed Secured Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Secured Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) All rights and claims arising under this Section 10.04 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor or the Borrower as to any payment on account of either (x) the Secured Obligations or (y) any other obligation that is secured by any collateral that also secures or purports to secure any of the Secured Obligations, in each case made by it or received or collected from its property, shall be fully subordinated to the Secured Obligations in all respects prior to the Discharge of the Secured Obligations. Until the Discharge of the Secured Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case, receivership, or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors under this Guaranty Agreement and the other Loan Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 10.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGrantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) The obligations of the Guarantors under this Guaranty Obligations Guarantee and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor Agreement Party or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorAgreement Party or its property: (a) If such payment is made by a Guarantor Borrower or from its property, then, if and to the extent such payment is made on account of Secured Obligations arising from or relating to a Loan or other extension of credit made to such Borrower, such Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Agreement Party or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Agreement Party or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge Full Payment of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Secured Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, a Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If Until the Termination Date, notwithstanding Sections 2.2(a) and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise2.2(b), such Guarantor no Agreement Party shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), entitled to be subrogated (equally and ratably with all other Guarantors Agreement Parties entitled to reimbursement or contribution from any other Guarantor Agreement Party as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing Collateral granted to it in this Agreement, nor shall any Agreement Party seek or purporting be entitled to secure seek any contribution or reimbursement from a Borrower or any other Agreement Party in respect of the Guaranteed Obligationspayments made by any Agreement Party hereunder. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsAgreement Parties, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorAgreement Party, then, then (and only after Discharge of the Guaranteed Obligations, Termination Date) the Administrative Agent shall deliver to the Guarantors Agreement Parties making such demand, or to a representative of such Guarantors Agreement Parties or of the Guarantors Agreement Parties generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Agreement Party as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects prior to the Termination Date. Until the Termination Date, no Agreement Party shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Agreement Party in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Agreement Party, it shall be held by such Agreement Party in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall promptly be transferred and delivered by such Agreement Party to the Administrative Agent, in the exact form received and, if necessary, duly endorsed, to be applied against any Secured Obligations then outstanding in accordance with Section 6.5. (e) The obligations of the Guarantors Agreement Parties under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2 and the provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Agreement Party reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Agreement Party, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in the last sentence of Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a letter of credit issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent or the Collateral Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent or the Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent or the Collateral Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Guarantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Lender against any other Person, including any other Guarantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(aSections 10.2(a) or otherwiseand 10.2(b), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.0410.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure it under any of the Guaranteed ObligationsLoan Document. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed PartiesLenders or the Agent, and neither the Administrative Agent nor any other Guaranteed Party Lender or Agent shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 10.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Lenders and the Agent, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise10.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party Lender or Agent against any GuarantorGuarantor or its property. The Guaranteed Parties make no No Lender or Agent makes any representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Guarantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to Section 10.2(d) and (ii) neither the Administrative Agent nor any other Lender or Agent shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 10.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a Letter of Credit (as defined in the Credit Agreement) issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge the Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair proportionate share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair proportionate share of the unreimbursed portion of such payment. For this purpose, the fair proportionate share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after the Payment in Full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.02(a) or otherwiseand 2.02(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge the Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.02) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge the Payment in Full of the Guaranteed Obligations, ) the Administrative Collateral Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (cd) All rights and claims arising under this Section 2.02 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior Payment in Full of the Obligations. Until the Payment in Full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.02. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.02(d) and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.02(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorGuarantor or its property: (a) If if such payment is made by a Guarantor or from its property in respect of the Guaranteed Secured Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Secured Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair proportionate share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair proportionate share of the unreimbursed portion of such payment. For this purpose, the fair proportionate share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor (including the Borrower) whether under Section 9.04(aSections 2.4(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Secured Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.4) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Secured Obligations. Any right of subrogation of any Guarantor (including the Borrower) shall be enforceable solely after a Discharge of the Guaranteed Secured Obligations and solely against the Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Secured Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Secured Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Secured Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including the Borrower) as to any payment on account of either (x) the Secured Obligations or (y) any other obligation that is secured by any collateral that also secures or purports to secure any of the Secured Obligations, in each case made by it or received or collected from its property shall be fully subordinated to the Secured Obligations in all respects prior to the Discharge of the Secured Obligations. Until Discharge of the Secured Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case, receivership, or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors under this Guaranty Agreement and the other Loan Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a Letter of Credit issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If Until all amounts owing to the Second Lien Administrative Agent and whenever any right the other Secured Parties by the Borrower on account of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(athe Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated, notwithstanding Sections 2.2(a) or otherwiseand 2.2(b), such Guarantor no Grantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Second Lien Administrative Agent or the Collateral Agent upon any collateral securing Collateral granted to it in this Agreement nor shall any Grantor seek or purporting be entitled to secure seek any contribution or reimbursement from the Borrower or any other Grantor in respect of the Guaranteed Obligationspayments made by any Grantor hereunder. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Second Lien Administrative Agent, the Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (and only after Discharge payment in full of the Guaranteed Obligations, ) the Second Lien Administrative Agent or the Collateral Agent, as the case may be, shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Second Lien Administrative Agent or the Collateral Agent, as the case may be, transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Second Lien Administrative Agent or the Collateral Agent, as the case may be, then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Second Lien Administrative Agent or the Collateral Agent, as the case may be. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Second Lien Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Second Lien Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2 and the provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Second Lien Administrative Agent and Secured Parties, and each Guarantor shall remain liable to the Second Lien Administrative Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Second Lien Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in the last sentence of Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by any Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrowers, then, unless and until the Obligations have been indefeasibly paid in full in cash (or other assets which the Lenders, other than in connection with a bankruptcy or similar proceeding, voluntarily accept as full satisfaction of the Obligations), the Borrowers shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrowers and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall promptly following demand deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Grantor and the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or, from and after the Debt Assumption, any Secured Hedge Agreement or Secured Cash Management Agreement entered into by the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property in respect of Obligations of the Borrower or another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from the Borrower or such other Guarantor, as applicable and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If From and after the Debt Assumption, if and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.02(a) or otherwiseand 2.02(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.02) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.02 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects prior to the Discharge of the Obligations. Until Discharge of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.02. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to the foregoing provisions of this Section 2.02 and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.02(c).

Rights of Reimbursement, Contribution and Subrogation. (a) In case any payment is made on account of the Guaranteed Issuer Obligations by any Guarantor Wynn Resorts or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another GuarantorWynn Resorts or its property, such Guarantor shall Wynn Resorts may be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Issuer Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Note Issuers and (B) to demand and enforce contribution in respect of such payment from each other Other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) Wynn Resorts and each Other Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever (after payment in full of the Issuer Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Wynn Resorts against any other Other Guarantor whether under as described in Section 9.04(a2.2(a) or otherwise, such Guarantor shall Wynn Resorts may be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Issuer Obligations), to be subrogated (equally and ratably with all other Other Guarantors entitled to reimbursement or contribution from Wynn Resorts or any other Other Guarantor as set forth described in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent Mortgage Notes Indenture Trustee upon any collateral securing or purporting Collateral granted to secure any of it pursuant to the Guaranteed ObligationsCollateral Documents. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Other Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent Mortgage Notes Indenture Trustee nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorWynn Resorts, then, then (after Discharge payment in full of the Guaranteed Issuer Obligations, ) the Administrative Agent Mortgage Notes Indenture Trustee shall deliver to the Guarantors making such demandWynn Resorts, or to a representative of such Guarantors Wynn Resorts or of the Guarantors guarantors of the Issuer Obligations generally, at the expense of Wynn Resorts, an instrument satisfactory to the Administrative Agent Mortgage Notes Indenture Trustee transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent Mortgage Notes Indenture Trustee then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative AgentMortgage Notes Indenture Trustee. (c) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of Wynn Resorts as to any payment on account of the Issuer Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Issuer Obligations. Until payment in full of the Issuer Obligations, Wynn Resorts shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to Wynn Resorts in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Mortgage Notes Indenture Trustee, for application to the payment of the Issuer Obligations. If any such payment or distribution is received by Wynn Resorts, it shall be held by Wynn Resorts in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by Wynn Resorts to the Mortgage Notes Indenture Trustee, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors Wynn Resorts under this Guaranty and the other Loan DocumentsAgreement, including their its liability for the Guaranteed Obligations and the enforceability of the security interests granted therebyIssuer Obligations, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorWynn Resorts or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (e) Wynn Resorts reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any Other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Mortgage Notes Indenture Trustee nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). (f) Wynn Resorts waives any right or claims of right to cause a marshalling of either Note Issuer's, Wynn Resorts' or any Other Guarantor's assets or to proceed against Wynn Resorts, either Note Issuer or any Other Guarantor in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantorhereunder, such Subsidiary Guarantor shall be entitled, subject entitled to seek and upon (but not before) a Discharge of the Guaranteed Obligations (receive contribution from and each against any other Subsidiary Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor hereunder which has not paid its fair proportionate share of such payment, as necessary to ensure that (after giving effect to any enforcement . Each Subsidiary Guarantor’s right of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment contribution shall be determined based on an equitable apportionment subject to the terms and conditions of such unreimbursed payment among all Guarantors (other than Section 2.2(b). The provisions of this Section 2.2 shall in no respect limit the obligation and liabilities of any Subsidiary Guarantor whose primary obligations were so to the Administrative Agent and the Lenders and each Subsidiary Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courtsuch Subsidiary Guarantor hereunder. (b) If and whenever Notwithstanding any right of reimbursement or contribution becomes enforceable payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower or any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge any collateral security or guarantee or right of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be offset held by the Administrative Agent upon or any collateral securing or purporting to secure any Secured Party for the payment of the Guaranteed Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Discharge of Obligations. Any right of subrogation of If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Discharge of Obligations, such amount shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither held by such Guarantor in trust for the Administrative Agent nor any and the Secured Parties, segregated from other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any funds of such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, thenand shall, after Discharge of the Guaranteed Obligationsforthwith upon receipt by such Guarantor, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory be turned over to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest in the Administrative Agent then may hold in whatever collateral securing or purporting exact form received by such Guarantor (duly indorsed by such Guarantor to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, accordance with Section 6.5 hereof. (c) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (d) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but the exercise and enforcement of such rights shall be subject to Section 2.2(b).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by any Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrowers or a letter of credit issued for the account of any Borrower, then, unless and until the Obligations have been indefeasibly paid in full in cash (or other assets which the Lenders, other than in connection with a bankruptcy or similar proceeding, voluntarily accept as full satisfaction of the Obligations), the Borrowers shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrowers and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall promptly following demand deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Grantor and the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case (a) If any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: Grantor or its property, then (ai) If if such payment is made by Borrower or from its property, and to the extent such payment is made on account of Borrower Obligations arising from or relating to a Loan made to Borrower or a Letter of Credit issued for the account of Borrower, Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from any other Grantor, or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any Guarantor or its property; and (ii) if such payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantoror from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other GuarantorBorrower, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever (after Discharge of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(a) or otherwise2.2(a)(ii), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon on any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge of the Guaranteed Obligations, the ) Administrative Agent at its sole option may (but shall have no duty to) deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) The obligations All rights and claims arising under this Section 2.2 or based on or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Guarantors under this Guaranty and Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the other Loan Documentsprior payment in full in cash of all of the Obligations. Until Discharge of the Obligations, including their liability no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the Guaranteed benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to Administrative Agent, in the exact form received and, if necessary, duly endorsed. (d) The Guarantied Obligations and the enforceability of the security interests granted therebyhereby and under the other Loan Documents, are not contingent upon on the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (e) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(c) and (ii) neither Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its Property: (a) If such payment is made by any Borrower or from its Property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to Borrowers or a Letter of Credit issued for the account of any Borrower, such Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its Property. (b) If such payment is made by a Guarantor or from its Property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, Borrowers and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after Payment in Full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether Grantor under Section 9.04(a) or otherwise2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by Administrative Agent, for the Administrative Agent ratable benefit of the Secured Parties, upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge Payment in Full of the Guaranteed Obligations, the ) Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its Property shall be fully subordinated in all respects to the prior Payment in Full of all of the Obligations. Until Payment in Full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, Property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its Property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any the Limited Recourse Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantorthe Limited Recourse Guarantor or its property: (a) If such payment is made by the Account Party or from its respective property, then, if and to the extent such payment is made on account of Guaranteed Obligations arising from or relating to a Guarantor Letter of Credit issued for the account of the Account Party, the Account Party shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of such payment from the Guaranteed Obligations Limited Recourse Guarantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorthe Issuing Bank against any other Person, including the Limited Recourse Guarantor or its property. (b) If such payment is made by the Limited Recourse Guarantor or from its property, the Limited Recourse Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (other than indemnification and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligationsother contingent obligations not then due and payable), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Account Party. (c) All rights and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect claims arising under this Section 7.02 or based upon or relating to any enforcement other right of reimbursement rights provided hereby) each Guarantor pays its fair share reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of the unreimbursed portion of such payment. For this purpose, the fair share of each Limited Recourse Guarantor as to any unreimbursed payment on account of the Guaranteed Obligations made by it or received or collected from its property shall be determined based on an equitable apportionment fully subordinated in all respects to the prior payment in full in cash of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (other than indemnification and each Guarantor hereby waives its right to subrogation until a Discharge other contingent obligations not then due and payable) and, if applicable, the termination of all L/C Commitments or the discharge of all outstanding Letters of Credit. Until payment in full in cash of the Guaranteed Obligations)Obligations (other than indemnification and other contingent obligations not then due and payable) and, if applicable, the termination of the L/C Commitments or the discharge of all outstanding Letters of Credit, the Limited Recourse Guarantor shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to the Limited Recourse Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held delivered by the Administrative Agent upon any collateral securing Person making such payment or purporting distribution directly to secure any the Issuing Bank, for application to the payment of the Guaranteed Obligations. Any right of subrogation of If any Guarantor such payment or distribution is received by the Limited Recourse Guarantor, it shall be enforceable solely after a Discharge held by the Limited Recourse Guarantor for the benefit of the Guaranteed Obligations and solely against the GuarantorsIssuing Bank, and not against shall forthwith be transferred and delivered by the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver Limited Recourse Guarantor to the Guarantors making such demandIssuing Bank, or to a representative of such Guarantors or of in the Guarantors generallyexact form received and, an instrument satisfactory to the Administrative Agent transferringif necessary, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agentduly endorsed. (cd) The obligations of the Guarantors under this Guaranty and the other Loan DocumentsLimited Recourse Guarantor hereunder, including their its liability for the Guaranteed Obligations and the enforceability of the security interests granted therebyObligations, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise7.02. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party the Issuing Bank against any the Limited Recourse Guarantor. The Guaranteed Parties make Issuing Bank makes no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (e) The Limited Recourse Guarantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against the Account Party, but (i) the exercise and enforcement of such rights shall be subject to Section 7.02(d) and (ii) the Issuing Bank shall not have any duty or liability whatsoever in respect of any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorGuarantor or its property: (a) If if such payment is made by a Guarantor (including the Borrower) or from its property in respect of the Guaranteed Secured Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 10 hereof will be deemed to be enforceable and payable after the guarantee under Section 10 hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor (including the Borrower) against any other Guarantor (including the Borrower) whether under Section 9.04(aSections 10.4(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.0410.4) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting to secure any of the Guaranteed Secured Obligations. Any right of subrogation of any Guarantor (including the Borrower) shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Secured Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Collateral Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Secured Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (c) All rights and claims arising under this Section 10.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including the Borrower) as to any payment on account of either (x) the Secured Obligations or (y) any other obligation that is secured by any collateral that also secures or purports to secure any of the Secured Obligations, in each case made by it or received or collected from its property shall be fully subordinated to the Secured Obligations in all respects prior to the Discharge of Obligations. Until Discharge of Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case, receivership, or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors under this Guaranty Agreement and the other Loan Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 10.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a Letter of Credit issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If Until all amounts owing to the Administrative Agent by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(athe Commitments are terminated, notwithstanding Sections 2.2(a) or otherwiseand 2.2(b), such Guarantor no Grantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing Collateral granted to it in this Agreement nor shall any Grantor seek or purporting be entitled to secure seek any contribution or reimbursement from the Borrower or any other Grantor in respect of the Guaranteed Obligationspayments made by any Grantor hereunder. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (and only after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2 and the provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in the last sentence of Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantoror from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If All rights and whenever claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement reimbursement, indemnification, contribution or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon at any collateral securing time arise or purporting to secure any of the Guaranteed Obligations. Any right of subrogation exist in favor of any Guarantor as to any payment on account of the Obligations made by it or received or collected from its property shall be enforceable solely after a Discharge fully subordinated in all respects to the prior payment in full of all of the Guaranteed Obligations and solely against Obligations. Until payment in full of the GuarantorsObligations, and not against the Guaranteed Partiesno Guarantor shall demand or receive any payment or distribution whatsoever (whether in cash, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure property or protect securities or otherwise) on account of any such right of subrogation or claim. If any such payment or distribution is made or becomes available to obtainany Guarantor in any bankruptcy case or receivership, perfectinsolvency or liquidation proceeding, maintainsuch payment or distribution shall be delivered by the person making such payment or distribution directly to the Secured Parties, hold, enforce or retain any collateral securing or purporting for application to secure any the payment of the Guaranteed Obligations for any purpose related to Obligations. If any such right of subrogation. If subrogation payment or distribution is demanded received by any Guarantor, thenit shall be held by such Guarantor in trust, after Discharge as trustee of an express trust for the benefit of the Guaranteed ObligationsSecured Parties, the Administrative Agent and shall deliver forthwith be transferred and delivered by such Guarantor to the Guarantors making such demandSecured Parties, or to a representative of such Guarantors or of in the Guarantors generallyexact form received and, an instrument satisfactory to the Administrative Agent transferringif necessary, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agentduly endorsed. (c) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (d) Each Guarantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to this Section 2.2 and (ii) no Secured Party shall ever have any duty or liability whatsoever in respect of any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the applicable Borrower or from its respective property, then, if and to the extent such payment is made on account of Secured Obligations arising from or relating to a Guarantor loan or other extension of credit made to such Borrower or a letter of credit issued for the account of such Borrower, such Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Secured Obligations (other than indemnification and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligationsother contingent obligations not then due and payable), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the applicable Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other applicable Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each applicable Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all applicable Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Secured Obligations (other than indemnification and other contingent obligations not then due and payable) and delivery of notification thereof to the Collateral Trustee in accordance with Article 4 of the Collateral Trust Agreement) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwise2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Secured Obligations (other than indemnification and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligationsother contingent obligations not then due and payable), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent Collateral Trustee upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed PartiesCollateral Trustee or any other Secured Party, and neither the Administrative Agent Collateral Trustee nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full in cash of the Guaranteed ObligationsSecured Obligations and, if applicable, the Administrative Agent termination of all commitments to extend credit thereunder, the discharge or cash collateralization (at 100% of the aggregate undrawn amount) of all outstanding letters of credit issued thereunder and the return of any Credit-Linked Deposit (or similar deposit) made thereunder) the Collateral Trustee shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent Collateral Trustee transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent Collateral Trustee then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative AgentCollateral Trustee (provided that such Grantors shall prepare and deliver the initial draft of such instrument to the Collateral Trustee). (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full in cash of all of the Secured Obligations (other than indemnification and other contingent obligations not then due and payable) and, if applicable, the termination of all commitments to extend credit thereunder, the discharge or cash collateralization (at 100% of the aggregate undrawn amount) of all outstanding letters of credit issued thereunder and the return of any Credit-Linked Deposit (or similar deposit) made thereunder. Until payment in full in cash of the Secured Obligations and, if applicable, the termination of all commitments to extend credit thereunder, the discharge or cash collateralization (at 100% of the aggregate undrawn amount) of all outstanding letters of credit issued thereunder and the return of any Credit-Linked Deposit (or similar deposit) made thereunder, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the applicable Guaranteed Secured Debt Representative, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Guaranteed Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Trustee, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Secured Debt Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by the Collateral Trustee or any Guaranteed other Secured Party against any GuarantorGrantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Collateral Trustee nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantorhereunder, such Subsidiary Guarantor shall be entitled, subject entitled to seek and upon (but not before) a Discharge of the Guaranteed Obligations (receive contribution from and each against any other Subsidiary Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor hereunder which has not paid its fair proportionate share of such payment, as necessary . Each Subsidiary Guarantor’s right of contribution shall be subject to ensure that (after giving effect the terms and conditions of Section 2.2(b). The provisions of this Section 2.2 shall in no respect limit the obligation and liabilities of any Subsidiary Guarantor to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purposeAdministrative Agent, the fair share of Collateral Agent and the Lenders and each Subsidiary Guarantor as shall remain liable to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so Secured Parties for the full amount guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courtsuch Subsidiary Guarantor hereunder. (b) If and whenever Notwithstanding any right of reimbursement or contribution becomes enforceable payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any Secured Party against any other Borrower or any other Guarantor whether under Section 9.04(a) or otherwiseany collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any other Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Discharge of Obligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Discharge of Obligations, such Guarantor amount shall be entitledheld by such Guarantor in trust for the Administrative Agent, subject the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to and upon the Administrative Agent in the exact form received by such Guarantor (but not before) a Discharge of duly indorsed by such Guarantor to the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed ObligationsAdministrative Agent, if required), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely applied against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Borrower Obligations, the Administrative Agent shall deliver to the Guarantors making such demandwhether matured or unmatured, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agentaccordance with Section 6.5 hereof. (c) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (d) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but the exercise and enforcement of such rights shall be subject to Section 2.2(b).

Rights of Reimbursement, Contribution and Subrogation. In case If any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor or from its property in respect of the Guaranteed Obligations of another the Borrower or any other Guarantor, such Guarantor shall shall, subject to the terms of this Section 2.4, be entitledentitled to contribution in respect of such payment and, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right only to exercise such rights until a Discharge the extent that this does not have any detrimental effect on the legal position of the Guaranteed Obligations)Lender under any relevant Bankruptcy Law, shall be entitled (A) to demand and enforce reimbursement for the full amount of such payment from the Borrower and such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from the Borrower and each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) the Borrower and each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of the Borrower and each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among the Borrower and all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be subordinated to and enforceable and payable only after the guaranty under Section 2 hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against the Borrower or any other Guarantor whether under Section 9.04(a2.4(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right only to subrogation until a Discharge the extent that this does not have any detrimental effect on the legal position of the Guaranteed Obligations)Lender under any relevant Bankruptcy Law, to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent Lender upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Borrower and the Guarantors, and not against the Guaranteed PartiesLender, and neither the Administrative Agent nor any other Guaranteed Party Lender shall not have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If . (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of either (x) the Guaranteed Obligations or (y) any other obligation that is demanded secured by any Guarantorcollateral that also secures or purports to secure any of the Guaranteed Obligations, then, after in each case made by it or received or collected from its property shall be fully subordinated to the Guaranteed Obligations in all respects prior to the Discharge of the Guaranteed Obligations. Until Discharge of the Guaranteed Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any Insolvency or Liquidation Proceeding, such payment or distribution shall be delivered by the Administrative Agent shall deliver Person making such payment or distribution directly to the Guarantors making such demandLender, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory for application to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any payment of the Guaranteed Obligations that may then exist that was not previously released Obligations. If any such payment or disposed distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of or acquired an express trust for the benefit of the Lender, and shall forthwith be transferred and delivered by such Guarantor to the Administrative AgentLender, in the exact form received and, if necessary, duly endorsed. (cd) The obligations of the Guarantors under this Guaranty and the other Loan DocumentsWorking Capital Facility Agreement, including their liability for the Guaranteed Obligations and the enforceability of the any security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party the Lender against any GuarantorGuarantor or its property. The Guaranteed Parties make Lender makes no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such payment is made by a Tranche A-1 Guarantor in respect of the Tranche A-1 Guaranteed Obligations of another Tranche A-1 Guarantor, such Tranche A-1 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-1 Guaranteed Obligations (and each Tranche A-1 Guarantor hereby waives its right to exercise such rights until a Discharge of the Tranche A-1 Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Tranche A-1 Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Tranche A-1 Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Tranche A-1 Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Tranche A-1 Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Tranche A-1 Guarantors (other than the Tranche A-1 Guarantor whose primary obligations were so guaranteed by the other Tranche A-1 Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Tranche A-1 Guarantor against any other Tranche A-1 Guarantor whether under Section 9.04(a) or otherwise, such Tranche A-1 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-1 Guaranteed Obligations (and each Tranche A-1 Guarantor hereby waives its right to subrogation until a Discharge of the Tranche A-1 Guaranteed Obligations), to be subrogated (equally and ratably with all other Tranche A-1 Guarantors entitled to reimbursement or contribution from any other Tranche A-1 Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Tranche A-1 Guaranteed Obligations. Any right of subrogation of any Tranche A-1 Guarantor shall be enforceable solely after a Discharge of the Tranche A-1 Guaranteed Obligations and solely against the Tranche A-1 Guarantors, and not against the Tranche A-1 Guaranteed Parties, and neither the Administrative Agent nor any other Tranche A-1 Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Tranche A-1 Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Tranche A-1 Guarantor, then, after Discharge of the Tranche A-1 Guaranteed Obligations, the Administrative Agent shall deliver to the Tranche A-1 Guarantors making such demand, or to a representative of such Tranche A-1 Guarantors or of the Tranche A-1 Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Tranche A-1 Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) If such payment is made by a Tranche A-2 Guarantor in respect of the Tranche A-2 Guaranteed Obligations of another Tranche A-2 Guarantor, such Tranche A-2 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-2 Guaranteed Obligations (and each Tranche A-2 Guarantor hereby waives its right to exercise such rights until a Discharge of the Tranche A-2 Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Tranche A-2 Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Tranche A-2 Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Tranche X-0 Xxxxxxxxx pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Tranche A-2 Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Tranche A-2 Guarantors (other than the Tranche A-2 Guarantor whose primary obligations were so guaranteed by the other Tranche A-2 Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (d) If and whenever any right of reimbursement or contribution becomes enforceable by any Tranche A-2 Guarantor against any other Tranche A-2 Guarantor whether under Section 9.04(c) or otherwise, such Tranche A-2 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-2 Guaranteed Obligations (and each Tranche A-2 Guarantor hereby waives its right to subrogation until a Discharge of the Tranche A-2 Guaranteed Obligations), to be subrogated (equally and ratably with all other Tranche A-2 Guarantors entitled to reimbursement or contribution from any other Tranche A-2 Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Tranche A-2 Guaranteed Obligations. Any right of subrogation of any Tranche A-2 Guarantor shall be enforceable solely after a Discharge of the Tranche A-2 Guaranteed Obligations and solely against the Tranche A-2 Guarantors, and not against the Tranche A-2 Guaranteed Parties, and neither the Administrative Agent nor any other Tranche A-2 Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Tranche A-2 Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Tranche A-2 Guarantor, then, after Discharge of the Tranche A-2 Guaranteed Obligations, the Administrative Agent shall deliver to the Tranche A-2 Guarantors making such demand, or to a representative of such Tranche A-2 Guarantors or of the Tranche A-2 Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Tranche A-2 Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (e) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Canadian Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorCanadian Obligations: (a) If such payment is made by CERI or from its property, then, if and to the extent such payment is made on account of the Canadian Obligations arising from or relating to a Guarantor Loan made to CERI or a Letter of Credit issued for CERI, CERI shall not be entitled to (A) demand or enforce reimbursement or contribution in respect of such payment from the Guaranteed Obligations Borrower or (B) be subrogated to any claim, interest, right or remedy of another Guarantorany Canadian Secured Party against any Person, including the Borrower or its property. (b) If such Guarantor payment is made by the Borrower or from its property, the Borrower shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, CERI (with respect to any payment on the Canadian Obligations) and (B) to demand and enforce contribution in respect of such payment from each Subsidiary Guarantor and each other Guarantor guarantor of the Canadian Obligations which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Subsidiary Guarantor and each other guarantor of the Canadian Obligations pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Subsidiary Guarantor and each other guarantor of the Canadian Obligations as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Subsidiary Guarantors (and each other than guarantor of the Guarantor whose primary obligations were so guaranteed by the other Guarantors) Canadian Obligations based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor the Borrower against any other Guarantor whether Loan Party under Section 9.04(aSections 11.2(a) or otherwiseand 11.2(b), such Guarantor the Borrower shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Loan Parties entitled to reimbursement or contribution from any other Guarantor Loan Party as set forth in this Section 9.042 of the Guarantee and Collateral Agreement or Section 2 of the Canadian Guarantee and Collateral Agreement) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of it which secures the Guaranteed Canadian Obligations. Any Such right of 128 subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantorsother Loan Parties, and not against the Guaranteed Canadian Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorLoan Party, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Loan Party making such demand, or to a representative of such Guarantors Loan Party or of the Guarantors Loan Parties generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 11.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of the Borrower as to any payment on account of the Canadian Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, the Borrower shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to the Borrower in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Canadian Obligations. If any such payment or distribution is received by the Borrower, it shall be held by the Borrower in trust, as trustee of an express trust for the benefit of the Canadian Secured Parties, and shall forthwith be transferred and delivered by the Borrower to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Borrower under this Guaranty and the other Loan Documents, including their its liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise11.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Canadian Secured Party against any Guarantorthe Borrower or its property. The Guaranteed Canadian Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) The Borrower reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Loan Party, but (i) the exercise and enforcement of such rights shall be subject to Section 11.2(d) and (ii) neither the Administrative Agent nor any other Canadian Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 11.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor (including any Borrower) or from its property in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other GuarantorGuarantor (including any Borrower, as applicable) and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of any Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If and whenever (after Discharge of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor (including any Borrower) against any other Guarantor (including any Borrower) whether under Section 9.04(aSections 2.2(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.4) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any right of subrogation of any Guarantor (including any Borrower) shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors Guarantor or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including any Borrower) as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior Discharge of the Obligations. Until Discharge of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.4. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Loan Party or is received or collected on account of the Guaranteed Obligations from any GuarantorLoan Party or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Loan Party or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Loan Party or its property. (b) If such payment is made by a Loan Party or from its property, such Guarantor Loan Party shall be entitled, subject to and upon (but not before) a Discharge Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which Loan Party that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor Loan Party pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor Loan Party as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) Loan Parties based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor Loan Party against any other Guarantor whether Loan Party under this Section 9.04(a) or otherwise2.02, such Guarantor Loan Party shall be entitled, subject to and upon (but not before) a Discharge Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Loan Parties entitled to reimbursement or contribution from any other Guarantor Loan Party as set forth in this Section 9.042.02) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsLoan Parties, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorLoan Party, then, then (after Discharge Payment in Full of the Guaranteed Obligations, ) the Administrative Collateral Agent shall deliver to the Guarantors Loan Parties making such demand, or to a representative of such Guarantors Loan Parties or of the Guarantors Loan Parties generally, an instrument satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (cd) All rights and claims arising under this Section 2.02 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Loan Party as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until Payment in Full of the Obligations, no Loan Party shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Loan Party in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations pursuant to Section 6.05. If any such payment or distribution is received by any Loan Party, it shall be held by such Loan Party in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Loan Party to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Loan Parties under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the any and all security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.02. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorLoan Party or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Loan Party reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Loan Party, but (i) the exercise and enforcement of such rights shall be subject to Section 2.02(d) and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.02(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Pari Passu Obligations by any Guarantor or is received or collected on account of the Guaranteed Pari Passu Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor (including the Borrowers) or from its property in respect of the Guaranteed Pari Passu Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge the indefeasible payment in full in cash of all the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Pari Passu Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor (including the Borrowers) against any other Guarantor (including the Borrowers) whether under Section 9.04(a3.01(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge the indefeasible payment in full in cash of all the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Pari Passu Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.043.01) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting to secure any of the Guaranteed Pari Passu Obligations. Any right of subrogation of any Guarantor (including the Borrowers) shall be enforceable solely after a Discharge the indefeasible payment in full in cash of all the Guaranteed Pari Passu Obligations and solely against the Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Pari Passu Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge the indefeasible payment in full in cash of all the Guaranteed Pari Passu Obligations, the Administrative Collateral Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent may then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Pari Passu Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (c) The obligations of the Guarantors All rights and claims arising under this Guaranty and the Section 3.01 or based upon or relating to any other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, indemnification, contribution or subrogation arising under this Section 9.04 that may at any time arise or exist in favor of any Guarantor (including the Borrowers) as to any payment on account of either (x) the Pari Passu Obligations or (y) any other obligation that is secured by any collateral that also secures or purports to secure any of the Pari Passu Obligations, in each case made by it or received or collected from its property shall be fully subordinated to the Pari Passu Obligations in all respects prior to the indefeasible payment in full in cash of all the Pari Passu Obligations. Until the indefeasible payment in full in cash of all the Pari Passu Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise. The invalidity, insufficiency, unenforceability or uncollectability ) on account of any such right shall not or claim. If any such payment or distribution is made or becomes available to any Guarantor in any respect diminishbankruptcy case, affect receivership, or impair insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Pari Passu Obligations. If any such obligation payment or distribution is received by any other claimGuarantor, interest, right or remedy at any time it shall be held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties such Guarantor in respect trust, as trustee of any such right an express trust for the benefit of the Secured Parties, and shall have no duty forthwith be transferred and delivered by such Guarantor to assurethe Collateral Agent, protectin the exact form received and, enforce or ensure any such right or otherwise relating to any such rightif necessary, duly endorsed.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). (g) Each Guarantor waives any right or claims of right to cause a marshalling of the Borrower's or any Guarantor's assets or to proceed against any Guarantor, the Borrower or any other guarantor of any of the Borrower's obligations in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by Nevada Revised Statutes 40.495(2).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor Agreement Party or is received or collected on account of the Guaranteed Secured Obligations from any Guarantor:Agreement Party or its property (other than the property of Parent): (ai) If such payment is made by a Borrower or from its property, then, if and to the extent such payment is made on account of Secured Obligations arising from or relating to a Loan or other extension of credit made to such Borrower, such Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of such payment from any other Agreement Party or (ii) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other person, including any other Agreement Party or its property (other than the property of Parent). (ii) If such payment is made by a Guarantor in respect or from its property (other than the property of the Guaranteed Obligations of another GuarantorParent), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Secured Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, a Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (biii) If Until the Termination Date, notwithstanding Sections 2.2(a) and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise2.2(b), such Guarantor no Agreement Party shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Agreement Parties entitled to reimbursement or contribution from any other Guarantor Agreement Party as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing Collateral granted to it in this Agreement nor shall any Agreement Party seek or purporting be entitled to secure seek any contribution or reimbursement from a Borrower or any other Agreement Party in respect of the Guaranteed Obligationspayments made by any Agreement Party hereunder. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsAgreement Parties, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorAgreement Party, then, then (and only after Discharge of the Guaranteed Obligations, Termination Date) the Administrative Agent shall deliver to the Guarantors Agreement Parties making such demand, or to a representative of such Guarantors Agreement Parties or of the Guarantors Agreement Parties generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (civ) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Agreement Party as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects prior to the Termination Date. Until the Termination Date, no Agreement Party shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Agreement Party in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Agreement Party, it shall be held by such Agreement Party in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall promptly be transferred and delivered by such Agreement Party to the Administrative Agent, in the exact form received and, if necessary, duly endorsed, to be applied against any Secured Obligations then outstanding in accordance with Section 6.5. (v) The obligations of the Guarantors Agreement Parties under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted therebythereby (which, for the avoidance of doubt, shall not be granted in respect of, otherwise encumber or be enforceable against any property of Parent), are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2 and the provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property (other than the property of Parent). The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (vi) Each Agreement Party reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Agreement Party, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in the last sentence of Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor Agreement Party or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorAgreement Party or its property: (a) If such payment is made by a Guarantor Borrower or from its property, then, if and to the extent such payment is made on account of Secured Obligations arising from or relating to a Loan or other extension of credit made to such Borrower, such Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Agreement Party or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Agreement Party or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge Full Payment of the Guaranteed Secured Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge termination of the Guaranteed Obligations)Commitments, (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, a Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If Until the Termination Date, notwithstanding Sections 2.2(a) and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise2.2(b), such Guarantor no Agreement Party shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), entitled to be subrogated (equally and ratably with all other Guarantors Agreement Parties entitled to reimbursement or contribution from any other Guarantor Agreement Party as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing Collateral granted to it in this Agreement, nor shall any Agreement Party seek or purporting be entitled to secure seek any contribution or reimbursement from a Borrower or any other Agreement Party in respect of the Guaranteed Obligationspayments made by any Agreement Party hereunder. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsAgreement Parties, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorAgreement Party, then, then (and only after Discharge of the Guaranteed Obligations, Termination Date) the Administrative Agent shall deliver to the Guarantors Agreement Parties making such demand, or to a representative of such Guarantors Agreement Parties or of the Guarantors Agreement Parties generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) The obligations of the Guarantors All rights and claims arising under this Guaranty and the Section 2.2 or based upon or relating to any other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, indemnification, contribution or subrogation arising under this Section 9.04 that may at any time arise or exist in favor of any Agreement Party as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects prior to the Termination Date. Until the Termination Date, no Agreement Party shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise. The invalidity, insufficiency, unenforceability or uncollectability ) on account of any such right shall not or claim. If any such payment or distribution is made or becomes available to any Agreement Party in any respect diminishbankruptcy case or receivership, affect insolvency or impair liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any such obligation payment or distribution is received by any other claimAgreement Party, interest, right or remedy at any time it shall be held by any Guaranteed such Agreement Party in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall promptly be transferred and delivered by such Agreement Party to the Administrative Agent, in the exact form received and, if necessary, duly endorsed, to be applied against any Guarantor. The Guaranteed Parties make no representations or warranties Secured Obligations then outstanding in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such rightaccordance with the Credit Agreement.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (ai) If such payment is made by a Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Loan made to such Borrower or a Letter of Credit issued for account of such Borrower, such Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from any other Guarantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Guarantor or its property. (b) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantoror from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the US Borrower (with respect to any payment on the US Borrower Obligations) or the Canadian Borrower (with respect to any payment on the Canadian Borrower Obligations) and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Guarantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any Guarantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any Guarantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full in cash of the Guaranteed Obligations Obligations, the termination or cash collateralization (and each Guarantor hereby waives its right in an amount equal to exercise such rights until a Discharge 102.5% of the Guaranteed Obligations)face value thereof) of all Letters of Credit and the termination of all Commitments, (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the applicable court. (bc) If and whenever (after payment in full in cash of the Obligations, the termination or cash collateralization (in an amount equal to 102.5% of the face value thereof) of all Letters of Credit and the termination of all Commitments) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether or the Borrower under Section 9.04(a) or otherwise2.2(b), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full in cash of the Guaranteed Obligations Obligations, the termination or cash collateralization (and each Guarantor hereby waives its right in an amount equal to subrogation until a Discharge 102.5% of the Guaranteed Obligations)face value thereof) of all Letters of Credit and the termination of all Commitments, to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor or the Borrower as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent Agent, for the benefit of the Secured Parties, upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGuarantors or the Borrower, and not against the Guaranteed Partiesany Secured Party, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, then (after Discharge payment in full in cash of the Guaranteed Obligations, the termination or cash collateralization (in an amount equal to 102.5% of the face value thereof) of all Letters of Credit and the termination of all Commitments) the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Obligations made by it or received or collected from its property pursuant to the Loan Documents shall be fully subordinated in all respects to the prior payment in full in cash of all of the Obligations. Until payment in full in cash of the Obligations, the termination or cash collateralization (in an amount equal to 102.5% of the face value thereof) of all Letters of Credit and the termination of all Commitments, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Guarantor reserves any and all other rights of reimbursement or subrogation at any time available to it as against any other Guarantor or the Borrower, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in the last sentence of Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. (a) In case any payment is made on account of the Guaranteed Borrower Obligations by any Guarantor Wynn Resorts or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another GuarantorWynn Resorts or its property, such Guarantor shall Wynn Resorts may be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Borrower Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) Wynn Resorts and each Other Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever (after payment in full of the Borrower Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Wynn Resorts against any other Other Guarantor whether under as described in Section 9.04(a2.2(a) or otherwise, such Guarantor shall Wynn Resorts may be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Borrower Obligations), to be subrogated (equally and ratably with all other Other Guarantors entitled to reimbursement or contribution from any other Other Guarantor as set forth described in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of it pursuant to the Guaranteed ObligationsSecurity Documents. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge against the guarantors of the Guaranteed Obligations and solely against the GuarantorsBorrower Obligations, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorWynn Resorts, then, then (after Discharge payment in full of the Guaranteed Borrower Obligations, ) the Administrative Agent shall deliver to the Guarantors making such demandWynn Resorts, or to a representative of such Guarantors Wynn Resorts or of the Guarantors guarantors of the Borrower Obligations generally, at the expense of Wynn Resorts, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of Wynn Resorts as to any payment on account of the Borrower Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Borrower Obligations (other than Obligations in respect of any Specified Hedge Agreement). Until payment in full of the Borrower Obligations (other than Obligations in respect of Specified Hedge Agreements), Wynn Resorts shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to Wynn Resorts in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Borrower Obligations. If any such payment or distribution is received by Wynn Resorts, it shall be held by Wynn Resorts in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by Wynn Resorts to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors Wynn Resorts under this Guaranty and the other Loan DocumentsAgreement, including their its liability for the Guaranteed Obligations and the enforceability of the security interests granted therebyBorrower Obligations, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.this

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by IGN or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to either a Guarantor Note or a Loan or other extension of credit made to IGN, IGN shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Grantor or its property until payment in full in cash of the Guaranteed Obligations of another GuarantorObligations. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, IGN and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Collateral Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty the Note Documents and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a Letter of Credit issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Collateral Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). (g) All references to “payment in full of the Obligations” in this Section 2.2 shall be deemed to refer to the satisfaction of the Termination Conditions.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether Grantor under Section 9.04(a) or otherwise2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by the Borrower or Holdings (in each case) or from its property, then if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, neither the Borrower nor Holdings shall be entitled (A) to demand or enforce reimbursement or contribution in respect of such payment from each other or from any other Guarantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including each other or any other Guarantor or its property. Any such payment by Holdings shall constitute a contribution to the Guaranteed Obligations common equity of another Guarantorthe Borrower. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full in cash of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full in cash of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full in cash of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, then (after Discharge payment in full in cash of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full in cash of all of the Obligations. Until payment in full in cash of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Guarantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor (including the Borrowers) or from its property in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Section 2 will be deemed to be enforceable and payable after the guaranty under this Section 2. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor (including the Borrowers) against any other Guarantor (including the Borrowers) whether under Section 9.04(a2.4(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.4) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor (including the Borrowers) shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall instruct the Collateral Agent to deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including the Borrowers) as to any payment on account of either (x) the Guaranteed Obligations or (y) any other obligation that is secured by any collateral that also secures or purports to secure any of the Guaranteed Obligations, in each case made by it or received or collected from its property shall be fully subordinated to the Guaranteed Obligations in all respects prior to the Discharge of the Guaranteed Obligations. Until Discharge of the Guaranteed Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case, receivership, or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Agent, for application to the payment of the Guaranteed Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Guaranteed Parties, and shall forthwith be transferred and delivered by such Guarantor to the Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any GuarantorGuarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such In order to provide for just and equitable contribution among the Guarantors, each Guarantor agrees that in the event a payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon made on any date under this Guaranty by any Guarantor (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations“Funding Guarantor”), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, as necessary to ensure that (after giving effect to any enforcement in each case multiplied by a fraction the numerator of reimbursement rights provided hereby) each Guarantor pays its fair share which shall be the net worth of the unreimbursed portion Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 17 shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. For this purposeNo Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity, nor any right of recourse to security for the fair share Obligations until after the Guaranty Termination Date, without the filing or commencement, by or against any Borrower or any other Guarantor, of each any state or federal action, suit, petition or proceeding seeking any reorganization, liquidation, judicial or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, judicial manager, trustee or conservator with respect to, any Borrower or any Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors or its assets (other than the Guarantor whose primary obligations were so guaranteed Chapter 11 Cases). This waiver is expressly intended to prevent the existence of any claim with respect to such subrogation, reimbursement, contribution or indemnity by the other Guarantors) based on Guarantors against the relative value estate of their assets and any Borrower (or any other equitable considerations deemed appropriate Guarantor) within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving any Borrower (or any Guarantor). If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Guaranty, such amount shall be held in trust for the benefit of the DIP Agent and the DIP Lenders and shall forthwith be paid to the DIP Agent (or as otherwise directed by the courtRequired DIP Lenders), to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or otherwise as the DIP Agent (or as otherwise directed by the Required DIP Lenders) may elect. The agreements in this Section 17 shall survive repayment of all of the Obligations and the termination or expiration of this Guaranty in any manner. (b) If Each Guarantor reserves any and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right rights of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party available to it as against any other Guarantor. The Guaranteed Parties make no representations or warranties in respect , but the exercise and enforcement of any such right and rights shall have no duty be subject to assure, protect, enforce or ensure any such right or otherwise relating to any such rightthis Section 17.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Secured Obligations from any Guarantor:Grantor or its property (other than the property of Parent): (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Secured Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other person, including any other Grantor or its property (other than the Guaranteed Obligations property of another GuarantorParent). (b) If such payment is made by a Guarantor or from its property (other than the property of Parent), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Secured Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If Until the Termination Date, notwithstanding Sections 2.2(a) and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise2.2(b), such Guarantor no Grantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), entitled to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing Collateral granted to it in this Agreement nor shall any Grantor seek or purporting be entitled to secure seek any contribution or reimbursement from the Borrower or any other Grantor in respect of the Guaranteed Obligationspayments made by any Grantor hereunder. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (and only after Discharge of the Guaranteed Obligations, Termination Date) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects prior to the Termination Date. Until the Termination Date, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall promptly be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed, to be applied against any Secured Obligations then outstanding in accordance with Section 6.5. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted therebythereby (which, for the avoidance of doubt, shall not be granted in respect of, otherwise encumber or be enforceable against any property of Parent), are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2 and the provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property (other than the property of Parent). The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in the last sentence of Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by either of the Note Issuers or from their property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Note issued by the Note Issuers, neither of the Note Issuers shall be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Note Issuers and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent Mortgage Notes Indenture Trustee upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent Mortgage Notes Indenture Trustee nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent Mortgage Notes Indenture Trustee shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent Mortgage Notes Indenture Trustee transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent Mortgage Notes Indenture Trustee then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative AgentMortgage Notes Indenture Trustee. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Mortgage Notes Indenture Trustee, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Mortgage Notes Indenture Trustee, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty the Indenture and the other Loan Collateral Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Mortgage Notes Indenture Trustee nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). (g) Each Guarantor waives any right or claims of right to cause a marshalling of the Note Issuers' or another Guarantor's assets or to proceed against any Guarantor, the Note Issuers or any other guarantor or any of the Note Issuers' obligations in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by Nevada Revised Statutes 40.495(2).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by a Tensar (with respect to Obligations other than its Guarantor Obligations) or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to any Lease/Purchase Facility Document, Tensar shall not be entitled, other than in accordance with the terms of this Agreement (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of all of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, Tensar or Luxco (as the case may be) and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of all of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent TCO upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent TCO nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed all of Obligations, the Administrative Agent ) TCO shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to TCO and the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent TCO then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative AgentTCO. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of all of Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to TCO for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to TCO, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Lease/Purchase Facilities Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither TCO nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower or Secured Hedge Agreement or Secured Cash Management Agreement entered into by the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property in respect of Obligations of the Borrower or another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from the Borrower or such other Guarantor, as applicable and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under Section 2.1(b) or this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects prior to the Discharge of the Obligations. Until Discharge of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor (including the Borrower) or from its property in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor (including the Borrower) against any other Guarantor (including the Borrower) whether under Section 9.04(a2.4(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.4) to any security interest that may then be held by the First Lien Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor (including the Borrower) shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the First Lien Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after upon Discharge of the Guaranteed Obligations, the First Lien Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, such instruments or documents necessary or desirable to evidence the transfer by subrogation to such Guarantor of an instrument satisfactory interest in the Obligations resulting from such payment. (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including the Administrative Agent transferring, Borrower) as to any payment on a quitclaim basis without any recourse, representation, warranty account of either (x) the Guaranteed Obligations or (y) any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever that is secured by any collateral securing that also secures or purporting purports to secure any of the Guaranteed Obligations, in each case made by it or received or collected from its property shall be fully subordinated to the Guaranteed Obligations in all respects prior to the Discharge of the Guaranteed Obligations. Until Discharge of the Guaranteed Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim provided however that except during the continuance of an Event of Default, each Guarantor may then exist that was not previously released receive regularly scheduled payments of principal and interest on the Subordinated Obligations (as defined below) from any other Loan Party. If any such payment or disposed of distribution is made or acquired becomes available to any Guarantor in any Bankruptcy Case, receivership, or Bankruptcy Proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the First Lien Administrative Agent, for application to the payment of the Guaranteed Obligations. If any such payment or distribution is received by any Guarantor after the occurrence and during the continuance of an Event of Default, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Guaranteed Parties, and shall forthwith be transferred and delivered by such Guarantor to the First Lien Administrative Agent, in the exact form received and, if necessary, duly endorsed. (cd) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any GuarantorGuarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. (a) In case any payment is made on account of the Guaranteed Borrower Obligations by any Guarantor Wynn Resorts or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such payment is made by a Guarantor in respect of the Guaranteed Obligations of another GuarantorWynn Resorts or its property, such Guarantor shall Wynn Resorts may be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Borrower Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) Wynn Resorts and each Other Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever (after payment in full of the Borrower Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Wynn Resorts against any other Other Guarantor whether under as described in Section 9.04(a2.2(a) or otherwise, such Guarantor shall Wynn Resorts may be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Borrower Obligations), to be subrogated (equally and ratably with all other Other Guarantors entitled to reimbursement or contribution from Wynn Resorts or any other Other Guarantor as set forth described in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of it pursuant to the Guaranteed ObligationsSecurity Documents. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Other Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorWynn Resorts, then, then (after Discharge payment in full of the Guaranteed Borrower Obligations, ) the Administrative Agent shall deliver to the Guarantors making such demandWynn Resorts, or to a representative of such Guarantors Wynn Resorts or of the Guarantors guarantors of the Borrower Obligations generally, at the expense of Wynn Resorts, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of Wynn Resorts as to any payment on account of the Borrower Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Borrower Obligations. Until payment in full of the Borrower Obligations, Wynn Resorts shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to Wynn Resorts in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Borrower Obligations. If any such payment or distribution is received by Wynn Resorts, it shall be held by Wynn Resorts in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by Wynn Resorts to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors Wynn Resorts under this Guaranty and the other Loan DocumentsAgreement, including their its liability for the Guaranteed Obligations and the enforceability of the security interests granted therebyBorrower Obligations, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorWynn Resorts or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (e) Wynn Resorts reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any Other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). (f) Wynn Resorts waives any right or claims of right to cause a marshalling of the Borrower's, Wynn Resorts' or any Other Guarantor's assets or to proceed against Wynn Resorts, the Borrower or any Other Guarantor in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorGrantor or its property: (a) If such payment is made by a Guarantor Borrower or from its property, then, if and to the extent such payment is made on account of the Secured Obligations arising from or relating to a Term Loan made to such Borrower, such Borrower shall not be entitled, until the Obligations (other than contingent indemnification obligations not yet due and payable) are paid in full, (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property in respect of Secured Obligations of Borrowers or another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligationspayable), (A) to demand and enforce reimbursement for the full amount of such payment from any Borrower or such other Guarantor, as applicable and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations (other than contingent indemnification obligations not yet due and payable)) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligationspayable), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, Obligations (other than contingent indemnification obligations not yet due and payable)) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent Grantors transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations (other than contingent indemnification obligations not yet due and payable). Until payment in full of the Obligations (other than contingent indemnification obligations not yet due and payable), no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. To the extent permitted by law, if any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case If any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor or from its property in respect of the Guaranteed Obligations of another the Borrower or any other Guarantor, such Guarantor shall shall, subject to the terms of this Section 2.4, be entitledentitled to contribution in respect of such payment and, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), shall be entitled (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against the Borrower or any other Guarantor whether under Section 9.04(a2.4(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If . (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of either (x) the Guaranteed Obligations or (y) any other obligation that is demanded secured by any Guarantorcollateral that also secures or purports to secure any of the Guaranteed Obligations, then, after in each case made by it or received or collected from its property shall be fully subordinated to the Guaranteed Obligations in all respects prior to the Discharge of the Guaranteed Obligations. Until Discharge of the Guaranteed Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case, receivership, or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Administrative Agent shall deliver person making such payment or distribution directly to the Guarantors making such demandAgent, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory for application to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any payment of the Guaranteed Obligations that may then exist that was not previously released Obligations. If any such payment or disposed distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of or acquired an express trust for the benefit of the Guaranteed Parties, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (cd) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any GuarantorGuarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a letter of credit issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair proportionate share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair proportionate share of the unreimbursed portion of such payment. For this purpose, the fair proportionate share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after Payment in Full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.02(a) or otherwiseand 2.02(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge Payment in Full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.02) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing Collateral granted (i) to it in this Agreement, and (ii) to any claims, interests, rights or purporting to secure remedies under this Agreement or any of the Guaranteed Obligationsother Loan Document. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither . Neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge Payment in Full of the Guaranteed Obligations, ) the Administrative Collateral Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest and claims, interests, rights or remedies under this Agreement or any other Loan Document the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (cd) All rights and claims arising under this Section 2.02 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until Payment in Full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency, court protection or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.02. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.02(d) and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.02(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Secured Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Secured Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the applicable Borrower or from its respective property, then, if and to the extent such payment is made on account of Secured Obligations arising from or relating to a Guarantor loan or other extension of credit made to such Borrower or a letter of credit issued for the account of such Borrower, such Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Secured Obligations (other than indemnification and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligationsother contingent obligations not then due and payable), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the applicable Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other applicable Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each applicable Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all applicable Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Secured Obligations (other than indemnification and other contingent obligations not then due and payable) and delivery of notification thereof to the Collateral Trustee in accordance with Article 4 of the Collateral Trust Agreement) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwise2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Secured Obligations (other than indemnification and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligationsother contingent obligations not then due and payable), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent Collateral Trustee upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed PartiesCollateral Trustee or any other Secured Party, and neither the Administrative Agent Collateral Trustee nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full in cash of the Guaranteed ObligationsSecured Obligations and, if applicable, the Administrative Agent termination of all commitments to extend credit thereunder, the discharge or cash collateralization (at 100% of the aggregate undrawn amount) of all outstanding letters of credit issued thereunder and the return of any Credit-Linked Deposit (or similar deposit) made thereunder) the Collateral Trustee shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent Collateral Trustee transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent Collateral Trustee then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative AgentCollateral Trustee (provided that such Grantors shall prepare and deliver the initial draft of such instrument to the Collateral Trustee). (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full in cash of all of the Secured Obligations (other than indemnification and other contingent obligations not then due and payable) and, if applicable, the termination of all commitments to extend credit thereunder, the discharge or cash collateralization (at 100% of the aggregate undrawn amount) of all outstanding letters of credit issued thereunder and the return of any Credit-Linked Deposit (or similar deposit) made thereunder. Until payment in full in cash of the Secured Obligations and, if applicable, the termination of all commitments to extend credit thereunder, the discharge or cash collateralization (at 100% of the aggregate undrawn amount) of all outstanding letters of credit issued thereunder and the return of any Credit-Linked Deposit (or similar deposit) made thereunder, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the applicable Guaranteed Secured Debt Representative, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Guaranteed Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Trustee, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Secured Debt Documents, including their liability for the Guaranteed Secured Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by the Collateral Trustee or any Guaranteed other Secured Party against any GuarantorGrantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Collateral Trustee nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by the Borrowers or from their property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrowers or a Letter of Credit issued for account of the Borrowers, the Borrowers shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Guarantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Lender against any other Person, including any other Guarantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrowers and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(aSections 10.2(a) or otherwiseand 10.2(b), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.0410.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure it under any of the Guaranteed ObligationsLoan Document. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed PartiesLenders or the Agent, and neither the Administrative Agent nor any other Guaranteed Party Lender or Agent shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 10.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Lenders and the Agent, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise10.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party Lender or Agent against any GuarantorGuarantor or its property. The Guaranteed Parties make no No Lender or Agent makes any representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Guarantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of such rights shall be subject to Section 10.2(d) and (ii) neither the Administrative Agent nor any other Lender or Agent shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 10.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing Collateral granted to it in this Agreement or purporting to secure any of the Guaranteed Obligationsother Loan Document. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such payment is made by a Tranche A-1 Guarantor in respect of the Tranche A-1 Guaranteed Obligations of another Tranche A-1 Guarantor, such Tranche A-1 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-1 Guaranteed Obligations (and each Tranche A-1 Guarantor hereby waives its right to exercise such rights until a Discharge of the Tranche A-1 Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Tranche A-1 Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Tranche A-1 Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Tranche A-1 Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Tranche A-1 Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Tranche A-1 Guarantors (other than the Tranche A-1 Guarantor whose primary obligations were so guaranteed by the other Tranche A-1 Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Tranche A-1 Guarantor against any other Tranche A-1 Guarantor whether under Section 9.04(a) or otherwise, such Tranche A-1 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-1 Guaranteed Obligations (and each Tranche A-1 Guarantor hereby waives its right to subrogation until a Discharge of the Tranche A-1 Guaranteed Obligations), to be subrogated (equally and ratably with all other Tranche A-1 Guarantors entitled to reimbursement or contribution from any other Tranche A-1 Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Tranche A-1 Guaranteed Obligations. Any right of subrogation of any Tranche A-1 Guarantor shall be enforceable solely after a Discharge of the Tranche A-1 Guaranteed Obligations and solely against the Tranche A-1 Guarantors, and not against the Tranche A-1 Guaranteed Parties, and neither the Administrative Agent nor any other Tranche A-1 Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Tranche A-1 Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Tranche A-1 Guarantor, then, after Discharge of the Tranche A-1 Guaranteed Obligations, the Administrative Agent shall deliver to the Tranche A-1 Guarantors making such demand, or to a representative of such Tranche A-1 Guarantors or of the Tranche A-1 Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Tranche A-1 Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) If such payment is made by a Tranche A-2 Guarantor in respect of the Tranche A-2 Guaranteed Obligations of another Tranche A-2 Guarantor, such Tranche A-2 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-2 Guaranteed Obligations (and each Tranche A-2 Guarantor hereby waives its right to exercise such rights until a Discharge of the Tranche A-2 Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Tranche A-2 Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Tranche A-2 Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Tranche A-2 Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Tranche A-2 Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Tranche A-2 Guarantors (other than the Tranche A-2 Guarantor whose primary obligations were so guaranteed by the other Tranche A-2 Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (d) If and whenever any right of reimbursement or contribution becomes enforceable by any Tranche A-2 Guarantor against any other Tranche A-2 Guarantor whether under Section 9.04(c) or otherwise, such Tranche A-2 Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Tranche A-2 Guaranteed Obligations (and each Tranche A-2 Guarantor hereby waives its right to subrogation until a Discharge of the Tranche A-2 Guaranteed Obligations), to be subrogated (equally and ratably with all other Tranche A-2 Guarantors entitled to reimbursement or contribution from any other Tranche A-2 Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Tranche A-2 Guaranteed Obligations. Any right of subrogation of any Tranche A-2 Guarantor shall be enforceable solely after a Discharge of the Tranche A-2 Guaranteed Obligations and solely against the Tranche A-2 Guarantors, and not against the Tranche A-2 Guaranteed Parties, and neither the Administrative Agent nor any other Tranche A-2 Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Tranche A-2 Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Tranche A-2 Guarantor, then, after Discharge of the Tranche A-2 Guaranteed Obligations, the Administrative Agent shall deliver to the Tranche A-2 Guarantors making such demand, or to a representative of such Tranche A-2 Guarantors or of the Tranche A-2 Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Tranche A-2 Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (e) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor: (a) If such Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment is made by a Guarantor in respect of the Guaranteed Obligations of another Guarantorhereunder, such Subsidiary Guarantor shall be entitled, subject entitled to seek and upon (but not before) a Discharge of the Guaranteed Obligations (receive contribution from and each against any other Subsidiary Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor hereunder which has not paid its fair proportionate share of such payment, as necessary . Each Subsidiary Guarantor’s right of contribution shall be subject to ensure that (after giving effect the terms and conditions of Section 2.2(b). The provisions of this Section 2.2 shall in no respect limit the obligation and liabilities of any Subsidiary Guarantor to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purposeAdministrative Agent, the fair share of Collateral Agent and the Lenders and each Subsidiary Guarantor as shall remain liable to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so Secured Parties for the full amount guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courtsuch Subsidiary Guarantor hereunder. (b) If and whenever Notwithstanding any right of reimbursement or contribution becomes enforceable payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent, the Collateral Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent or any Secured Party against the Borrower or any other Guarantor whether under Section 9.04(a) or otherwiseany collateral security or guarantee or right of offset held by the Administrative Agent, the Collateral Agent or any Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Discharge of Obligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Discharge of Obligations, such Guarantor amount shall be entitledheld by such Guarantor in trust for the Administrative Agent, subject the Collateral Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to and upon the Administrative Agent in the exact form received by such Guarantor (but not before) a Discharge of duly indorsed by such Guarantor to the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed ObligationsAdministrative Agent, if required), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.04) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely applied against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Borrower Obligations, the Administrative Agent shall deliver to the Guarantors making such demandwhether matured or unmatured, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agentaccordance with Section 6.5 hereof. (c) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (d) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but the exercise and enforcement of such rights shall be subject to Section 2.2(b).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Borrower Obligations by any Guarantor or is received or collected on account of the Guaranteed Borrower Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor or from its property in respect of the Guaranteed Borrower Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, Guarantor and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of any Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If and whenever (after Discharge of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(aSections 2.2(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.4) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors Guarantor or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Borrower Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior Discharge of the Obligations. Until Discharge of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Agent, for application to the payment of the Borrower Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Borrower Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.4. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Agreement Party or is received or collected on account of the Guaranteed Obligations from any Guarantor:Agreement Party or its property (other than the property of Parent): (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of such payment from any other Agreement Party or (ii) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other person, including any other Agreement Party or its property (other than the Guaranteed Obligations property of another GuarantorParent). (b) If such payment is made by a Guarantor or from its property (other than the property of Parent), such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If Until the Termination Date, notwithstanding Sections 2.2(a) and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor against any other Guarantor whether under Section 9.04(a) or otherwise2.2(b), such Guarantor no Agreement Party shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Agreement Parties entitled to reimbursement or contribution from any other Guarantor Agreement Party as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing Collateral granted to it in this Agreement nor shall any Agreement Party seek or purporting be entitled to secure seek any contribution or reimbursement from the Borrower or any other Agreement Party in respect of the Guaranteed Obligationspayments made by any Agreement Party hereunder. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsAgreement Parties, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorAgreement Party, then, then (and only after Discharge of the Guaranteed Obligations, Termination Date) the Administrative Agent shall deliver to the Guarantors Agreement Parties making such demand, or to a representative of such Guarantors Agreement Parties or of the Guarantors Agreement Parties generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Agreement Party as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects prior to the Termination Date. Until the Termination Date, no Agreement Party shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Agreement Party in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Agreement Party, it shall be held by such Agreement Party in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall promptly be transferred and delivered by such Agreement Party to the Administrative Agent, in the exact form received and, if necessary, duly endorsed, to be applied against any Borrower Obligations then outstanding in accordance with Section 6.5. (e) The obligations of the Guarantors Agreement Parties under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted therebythereby (which, for the avoidance of doubt, shall not be granted in respect of, otherwise encumber or be enforceable against any property of Parent), are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2 and the provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property (other than the property of Parent). The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Agreement Party reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Agreement Party, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in the last sentence of Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations and termination of the Commitments and the Letters of Credit) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGrantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations as set forth in Section 6.5. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge the Full Satisfaction of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed all Payment Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after the Full Satisfaction of all Payment Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge the Full Satisfaction of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed all Payment Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until the Full Satisfaction of all Payment Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor (including the Company) or from its property in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If All rights and whenever claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement reimbursement, indemnification, contribution or contribution becomes enforceable by subrogation that may at any time arise or exist in favor of any Guarantor against (including the Company) as to any other Guarantor whether under Section 9.04(apayment on account of either (x) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations or (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from y) any other Guarantor as set forth in this Section 9.04) to any security interest obligation that may then be held is secured by the Administrative Agent upon any collateral securing that also secures or purporting purports to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor , in each case made by it or received or collected from its property shall be enforceable solely after a fully subordinated to the Guaranteed Obligations in all respects prior to the Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogationObligations. If subrogation is demanded by any Guarantor, then, after Until Discharge of the Guaranteed Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim provided however that except during the Administrative Agent continuance of an Event of Default, each Guarantor may receive regularly scheduled payments of principal and interest on the Subordinated Obligations (as defined below) from any other Guarantor. If any such payment or distribution is made or becomes available to any Guarantor in any Bankruptcy Case, receivership, or Bankruptcy Proceeding, such payment or distribution shall deliver be delivered by the person making such payment or distribution directly to the Guarantors making such demandInvestors, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory for application to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any payment of the Guaranteed Obligations that may then exist that was not previously released Obligations. If any such payment or disposed distribution is received by any Guarantor after the occurrence and during the continuance of or acquired an Event of Default, it shall be held by such Guarantor in trust, as trustee of an express trust for the Administrative Agentbenefit of the Guaranteed Parties, and shall forthwith be transferred and delivered by such Guarantor to the Investors, in the exact form received and, if necessary, duly endorsed. (c) The obligations of the Guarantors under this Guaranty and the other Loan Notes Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any GuarantorGuarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Credit Party or is received or collected on account of the Guaranteed Obligations from any GuarantorCredit Party or its property: 12.2.1 If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Term Loan, the Borrower shall not be entitled (ai) to demand or enforce reimbursement or contribution in respect of such payment from any other Credit Party or (ii) to be subrogated to any claim, interest, right or remedy of any Secured Party against any other person, including any other Credit Party or its property. 12.2.2 If such payment is made by a Subsidiary Guarantor in respect of the Guaranteed Obligations of another Guarantoror from its property, such Subsidiary Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligationspayable), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Subsidiary Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Subsidiary Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Subsidiary Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Subsidiary Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (b) 12.2.3 If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Credit Party against any other Guarantor whether Credit Party under Section 9.04(a) Sections 12.2.1 or otherwise12.2.2, such Guarantor Credit Party shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligationspayable), to be subrogated (equally and ratably with all other Guarantors Credit Parties entitled to reimbursement or contribution from any other Guarantor Credit Party as set forth in this Section 9.0412.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsCredit Parties, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorCredit Party, then, then (after Discharge payment in full of the Guaranteed Obligations, Obligations (other than contingent indemnification obligations not yet due and payable)) the Administrative Agent shall deliver to the Guarantors Credit Parties making such demand, or to a representative of such Guarantors Credit Parties or of the Guarantors Credit Parties generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. 12.2.4 All rights and claims arising under this Section 12.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Credit Party as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations (cother than contingent indemnification obligations not yet due and payable). Until payment in full of the Obligations (other than contingent indemnification obligations not yet due and payable), no Credit Party shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Credit Party in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Credit Party, it shall be held by such Credit Party in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Credit Party to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. 12.2.5 The obligations of the Guarantors Credit Parties under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise12.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorCredit Party or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. 12.2.6 Each Credit Party reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Credit Party, but (i) the exercise and enforcement of such rights shall be subject to Section 12.2.4 and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 12.2.3. 12.2.7 The undertaking by each Credit Party to repay the Obligations and each representation, warranty or covenant of each Credit Party are and shall be joint and several. This subsection 12.2 is intended only to define the relative rights of Credit Parties, and nothing set forth in subsection 12.2 is intended or shall impair the obligations of each Credit Party, jointly and severally, to pay to Administrative Agent and Lenders the Obligations as and when the same shall become due and payable in accordance with the terms hereof. Notwithstanding anything to the contrary set forth in this subsection 12.2 or any other provisions of this Agreement, it is the intent of the parties hereto that the liability incurred by each Credit Party in respect of the Obligations of the other Credit Parties (and any Lien granted by each Credit Party to secure such Obligations), not constitute a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Credit Party, Administrative Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Credit Party in respect of the Obligations of any other Credit Party (or any Liens granted by such Credit Party to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly, nunc pro tunc.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a Letter of Credit issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Collateral Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). (g) All references to “payment in full of the Obligations” in this Section 2.2 shall be deemed to refer to such payment after the Commitments have expired or are terminated.

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Guarantor Loan or other extension of credit made to the Borrower or a Letter of Credit issued for the account of the Borrower, the Borrower shall not be entitled (i) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (ii) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other person, including any other Grantor or its property. (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (Ai) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (Bii) to demand and enforce contribution in respect of such payment from each other Guarantor which that has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the courta court of competent jurisdiction. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Collateral Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Collateral Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Collateral Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Collateral Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Collateral Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Collateral Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor Grantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGrantor or its property: (a) If such payment is made by a Guarantor Borrower or from its property, then, if and to the extent such payment is made on account of Obligations arising from or relating to a Loan made to the Borrower or a Letter of Credit issued for account of the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement or contribution in respect of the Guaranteed Obligations such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy of another Guarantorany Secured Party against any other Person, including any other Grantor or its property; and (b) If such payment is made by a Guarantor or from its property, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, the Borrower and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. (bc) If and whenever (after payment in full of the Obligations) any right of reimbursement or contribution becomes enforceable by any Guarantor Grantor against any other Guarantor whether Grantor under Section 9.04(aSections 2.2(a) or otherwiseand 2.2(b), such Guarantor Grantor shall be entitled, subject to and upon (but not before) a Discharge payment in full of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors Grantors entitled to reimbursement or contribution from any other Guarantor Grantor as set forth in this Section 9.042.2) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting Collateral granted to secure any of the Guaranteed Obligationsit in this Agreement. Any Such right of subrogation of any Guarantor shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the GuarantorsGrantors, and not against the Guaranteed Secured Parties, and neither the Administrative Agent nor any other Guaranteed Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations Collateral for any purpose related to any such right of subrogation. If subrogation is demanded by any GuarantorGrantor, then, then (after Discharge payment in full of the Guaranteed Obligations, ) the Administrative Agent shall deliver to the Guarantors Grantors making such demand, or to a representative of such Guarantors Grantors or of the Guarantors Grantors generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that Collateral may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (cd) All rights and claims arising under this Section 2.2 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, no Grantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Obligations as set forth in Section 6.5. If any such payment or distribution is received by any Grantor, it shall be held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (e) The obligations of the Guarantors Grantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability collectibility or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 or otherwise2.2. The invalidity, insufficiency, unenforceability or uncollectability uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Secured Party against any GuarantorGuarantor or its property. The Guaranteed Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. (f) Each Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c).

Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any GuarantorGuarantor or its property: (a) If such payment is made by a Guarantor (including the Borrower) or from its property in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to exercise such rights until a Discharge of the Guaranteed Obligations), (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. (b) If and whenever any right of reimbursement or contribution becomes enforceable by any Guarantor (including the Borrower) against any other Guarantor (including the Borrower) whether under Section 9.04(a2.4(a) or otherwise, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations (and each Guarantor hereby waives its right to subrogation until a Discharge of the Guaranteed Obligations), to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 9.042.4) to any security interest that may then be held by the Administrative Agent upon any collateral securing or purporting to secure any of the Guaranteed Obligations. Any right of subrogation of any Guarantor (including the Borrower) shall be enforceable solely after a Discharge of the Guaranteed Obligations and solely against the Guarantors, and not against the Guaranteed Parties, and neither the Administrative Agent nor any other Guaranteed Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Guaranteed Obligations, the Administrative Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantors or of the Guarantors generally, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Guaranteed Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (c) All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including the Borrower) as to any payment on account of either (x) the Guaranteed Obligations or (y) any other obligation that is secured by any collateral that also secures or purports to secure any of the Guaranteed Obligations, in each case made by it or received or collected from its property shall be fully subordinated to the Guaranteed Obligations in all respects prior to the Discharge of the Guaranteed Obligations. Until Discharge of the Guaranteed Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any Bankruptcy Case, receivership, or Bankruptcy Proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Agent, for application to the payment of the Guaranteed Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Guaranteed Parties, and shall forthwith be transferred and delivered by such Guarantor to the Agent, in the exact form received and, if necessary, duly endorsed. (d) The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 9.04 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any GuarantorGuarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.