Common use of SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS Clause in Contracts

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors and be paid over to the Guaranteed Creditors on account of the indebtedness of the Borrower to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Creditors and shall forthwith be paid to the Guaranteed Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such indebtedness of the Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such the Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Dutch Borrower or any other Foreign Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Dutch Borrower or such other Foreign Guaranteed Party to the Guaranteed CreditorsSecured Parties (in their capacities as such); and such indebtedness of the Dutch Borrower or such other Foreign Guaranteed Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors Secured Parties on account of the indebtedness of the Dutch Borrower or such other Foreign Guaranteed Party to the Guaranteed CreditorsSecured Parties (in their capacities as such), but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeForeign Guaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Dutch Borrower or any other Foreign Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Foreign Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations indebtedness of the Dutch Borrower owing to the Secured Parties (in their capacities as such) have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationsindebtedness of the Dutch Borrower owing to the Secured Parties (in their capacities as such), such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith be paid to the Guaranteed Creditors Secured Parties to be credited and applied upon the Guaranteed Obligationsindebtedness of the Dutch Borrower owing to the Secured Parties (in their capacities as such), whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Secured Parties as collateral security for any Guaranteed Obligations indebtedness of the Dutch Borrower owing to the Secured Parties (in their capacities as such) thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Note Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Note Party to any Guarantor, if the Administrative AgentRequired Holders, after an Event of Default has occurred and is continuing, so requestsrequest, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Holders and be paid over to the Guaranteed Creditors on account of the indebtedness of the Borrower Holders for application to the Guaranteed Creditors, but without affecting or impairing Obligations in any manner accordance with the liability terms of such Guarantor under the other provisions of this GuaranteeNote Documents. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Note Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Holders that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Holders and shall forthwith be paid to the Guaranteed Creditors Holders for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Note Documents. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents orfor which no claim has been made), if each Guarantor shall be subrogated to the Loan Documents do not provide for rights of the application Holders to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of such amount, to be the Company held by the Guaranteed Creditors as collateral security for any Guaranteed Obligations thereafter existingsuch Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the Borrower to the Guaranteed CreditorsSecured Parties; and such the indebtedness of the Borrower to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors Secured Parties on account of the indebtedness Guaranteed Obligations of the Borrower to the Guaranteed CreditorsSecured Parties, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordinationGuaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith promptly be paid to the Guaranteed Creditors Secured Parties to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Secured Parties as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness or other obligations of the Borrower or any other Guaranteed Party now or hereafter held by by, or owing to, any Guarantor is hereby subordinated to the indebtedness and other obligations of the Borrower to or such other Guaranteed Party held by, or owing to, the Guaranteed Secured Creditors; and such indebtedness and other obligations of the Borrower to or such other Guaranteed Party held by, or owing to, any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requestsrequests in writing, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness and other obligations of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness or other obligations of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date has occurred; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash occurrence of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such Borrower to the Guaranteed CreditorsSecured Parties; and such the indebtedness of the such Borrower to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors Secured Parties on account of the indebtedness Guaranteed Obligations of the such Borrower to the Guaranteed CreditorsSecured Parties, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordinationGuaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code of the United States or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith promptly be paid to the Guaranteed Creditors Secured Parties to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Secured Parties as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such Borrower to the Guaranteed CreditorsSecured Parties; and such the indebtedness of the such Borrower to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors Secured Parties on account of the indebtedness Guaranteed Obligations of the such Borrower to the Guaranteed CreditorsSecured Parties, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee (whether contractualcontractual or under any applicable Debtor Relief Law, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith promptly be paid to the Guaranteed Creditors Secured Parties to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Secured Parties as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower Company or any other Domestic Guaranteed Party now or hereafter held by any Domestic Guarantor is hereby subordinated to the indebtedness of the Borrower Company or such other Domestic Guaranteed Party to the Guaranteed CreditorsSecured Parties (in their capacities as such); and such indebtedness of the Borrower Company or such other Domestic Guaranteed Party to any Domestic Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Domestic Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors Secured Parties on account of the indebtedness of the Borrower Company or such other Domestic Guaranteed Party to the Guaranteed CreditorsSecured Parties (in their capacities as such), but without affecting or impairing in any manner the liability of such Domestic Guarantor under the other provisions of this GuaranteeDomestic Guaranty. Prior to the transfer by any Domestic Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower Company or any other Domestic Guaranteed Party to such Domestic Guarantor, such Domestic Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Domestic Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Domestic Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations indebtedness of the Company owing to the Secured Parties (in their capacities as such) have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Domestic Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationsindebtedness of the Company owing to the Secured Parties (in their capacities as such), such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith be paid to the Guaranteed Creditors Secured Parties to be credited and applied upon the Guaranteed Obligationsindebtedness of the Company owing to the Secured Parties (in their capacities as such), whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Secured Parties as collateral security for any Guaranteed Obligations indebtedness of the Company owing to the Secured Parties (in their capacities as such) thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Obligor now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower such Obligor to the Guaranteed Secured Creditors; and such indebtedness of the Borrower such Obligor to any Guarantor, if the Administrative Agent or the Security Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower such Obligor to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Obligor to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Secured Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Secured Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Secured Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuingcontinuing and subject to the applicable Intercreditor Agreements, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this the Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this the Guarantee (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all the Satisfaction Date of the Guaranteed Obligations have been irrevocably paid in full in cashObligations; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash Satisfaction Date of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and and, subject to the applicable Intercreditor Agreements, shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower Payer, the Borrowers or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower Payer, the Borrowers or such other Guaranteed Party to the Guaranteed Secured Creditors; , and such indebtedness of the Borrower Payer, the Borrowers or such other Guaranteed Party to any Guarantor, if the Administrative Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Creditors Collateral Agent, for the benefit of the Secured Creditors, on account of the indebtedness of the Borrower Payer, the Borrowers or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty except to the extent that Guaranteed Obligations have been paid. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the any Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashcash (other than unasserted contingent indemnification obligations); provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Creditors Collateral Agent, for the benefit of the Secured Creditors, to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan LC Procurement Documents or Credit Documents or, if the Loan LC Procurement Documents or Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Collateral Agent, for the benefit of the Secured Creditors, as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower or any other Guaranteed Party now or hereafter held by owing to any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; , and such indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Parties to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the any Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the European Borrower or any other Guaranteed Party now or hereafter held by owing to any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the European Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; , and such indebtedness Guaranteed Obligations of the European Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent, after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the European Borrower or such other Guaranteed Parties to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the European Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code contractual or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the European Borrower or any other Guaranteed Party now or hereafter held by owing to any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the European Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; , and such indebtedness Guaranteed Obligations of the European Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent, after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the European Borrower or such other Guaranteed Parties to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the European Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code contractual or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower or any other Guaranteed Party now or hereafter held by owing to any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; , and such indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent, after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Parties to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the any Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received (to the extent that such Guarantor receives any amounts it is entitled to retain) by such Guarantor as trustee for the Guaranteed Creditors Secured Parties, shall be segregated from all other property or funds of such Guarantor and shall be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Secured Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. In the event that any Guarantor receives any payment of any indebtedness described in the first sentence of this Section 18 prior to the payment in full in immediately available funds of all Guaranteed Obligations and during the existence of an Event of Default, and such Guarantor is entitled to retain such payment, such payment of such indebtedness which has been received by such Guarantor shall be received by such Guarantor as trustee for the Secured Parties, shall be segregated from all other property or funds of such Guarantor and shall be paid over to the Administrative Agent for the benefit of the Secured Parties for application to the Guaranteed Obligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds, all Commitments are terminated and all Letters or Credit have been cancelled, have expired or terminated or have been collateralized to the satisfaction of the Administrative Agent and the L/C Issuer; provided, provided that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to such time and such Guarantor is entitled to receive and retain the irrevocable payment in full in cash of all the Guaranteed Obligationssame, such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Secured Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty, the termination of all Commitments and at such time as all Letters or Credit have been cancelled, have expired or terminated or have been collateralized to the satisfaction of the Administrative Agent and the L/C Issuer, each Guarantor shall be subrogated to the rights of the Secured Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any UK Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such UK Borrower to the Guaranteed Secured Creditors; and such the indebtedness of the such UK Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, to the extent such indebtedness constitutes Collateral shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the such UK Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordinationGuaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or under any equivalent provisions under applicable law or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith promptly be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the such Borrower to the Guaranteed Secured Creditors; , and such indebtedness of the any Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower Borrowers to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the any Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing. Upon irrevocable payment in full in cash of all of the Guaranteed Obligations, each Guarantor shall be subrogated to the rights of the Secured Creditors to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrowers held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of each of the Borrower Borrowers now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower such Borrowers to the Guaranteed Secured Creditors; and such indebtedness of the such Borrower to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the such Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the such Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the either Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such indebtedness of the such Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the either Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors and be paid over to the Guaranteed Creditors on account of the indebtedness of the Borrower to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Creditors and shall forthwith be paid to the Guaranteed Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Creditor Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Creditor Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Creditor Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds, all Commitments are terminated and all Letters of Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and each applicable L/C Issuer; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Creditor Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Creditor Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing.. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made), the termination of all Commitments and at such time as all Letters of Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and each applicable L/C Issuer, each Guarantor shall be subrogated to the rights of the Creditor Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full. Form of Guaranty

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Creditor Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Creditor Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Creditor Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds, all Commitments are terminated and all Letters or Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and each applicable L/C Issuer; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Creditor Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Creditor Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made), the termination of all Commitments and at such time as all Letters or Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and each applicable L/C Issuer, each Guarantor shall be subrogated to the rights of the Creditor Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing. Upon irrevocable payment in full in cash of all of the Guaranteed Obligations, each Guarantor shall be subrogated to the rights of the Secured Creditors to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties, shall be segregated from all other property or funds of such Guarantor and shall be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Guaranteed Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. In the event that any Guarantor receives any payment of any indebtedness described in the first sentence of this Section 18 prior to the Facility Termination Date and during the existence of an Event of Default, such payment of such indebtedness which has been received by such Guarantor, if requested by the Administrative Agent, shall be received by such Guarantor as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of such Guarantor and shall be paid over to the Administrative Agent for the benefit of the Guaranteed Parties for application to the Guaranteed Obligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashafter the Facility Termination Date has occurred; provided, provided that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Parties and shall forthwith be paid to the Administrative Agent for the benefit of the Guaranteed Creditors Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the occurrence of the Facility Termination Date, each Guarantor shall be subrogated to the rights of the Guaranteed Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Loan Parties held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness Indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Indebtedness of the Borrower to the Guaranteed Lender Creditors; and such indebtedness Indebtedness of the Borrower to any Guarantor, if the Administrative AgentAgent (acting at the written direction of the Required Lenders), after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Lender Creditors and be paid over to the Guaranteed Lender Creditors on account of the indebtedness of the Borrower to the Guaranteed Lender Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Lender Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations (other than unasserted contingent indemnification obligations) have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsObligations (other than the unasserted contingent indemnification obligations), such amount shall be held in trust for the benefit of the Guaranteed Lender Creditors and shall forthwith promptly be paid to the Guaranteed Lender Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Lender Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such the indebtedness of the such Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordinationGuaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith promptly be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; , and such indebtedness of the Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty except to the extent that Guaranteed Obligations have been paid. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Dutch Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such Dutch Borrower to the Guaranteed Secured Creditors; and such the indebtedness of the such Dutch Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, to the extent such indebtedness constitutes Collateral shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the such Dutch Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordinationGuaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith promptly be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Creditor Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Creditor Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Creditor Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds and all Commitments are terminated; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Creditor Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Creditor Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) and the termination of all Commitments, each Guarantor shall be subrogated to the rights of the Creditor Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such indebtedness of the Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuingcontinuing and subject to the applicable Intercreditor Agreements, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this the Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this the Guarantee (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all the Satisfaction Date of the Guaranteed Obligations have been irrevocably paid in full in cashObligations; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash Satisfaction Date of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and and, subject to the applicable Intercreditor Agreements, shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Parties, shall be segregated from all other property or funds of such Guarantor and shall be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Guaranteed Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. In the event that any Guarantor receives any payment of any indebtedness described in the first sentence of this Section 18 prior to the Facility Termination Date and during the existence of an Event of Default, such payment of such indebtedness which has been received by such Guarantor, if requested by the Administrative Agent, shall be received by such Guarantor as trustee for the Guaranteed Parties, shall be segregated from all other property or funds of such Guarantor and shall be paid over to the Administrative Agent for the benefit of the Guaranteed Parties for application to the Guaranteed Obligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashafter the Facility Termination Date has occurred; provided, provided that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Parties and shall forthwith be paid to the Administrative Agent for the benefit of the Guaranteed Creditors Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the occurrence of the Facility Termination Date, each Guarantor shall be subrogated to the rights of the Guaranteed Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Loan Parties held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness Indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness Indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Secured Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness Indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations (other than arising from indemnities for which no request has been made) and any amounts payable under this Guaranty have been irrevocably paid in full in cashimmediately available funds, all Commitments are terminated and all Letters of Credit have been cancelled (or have expired, undrawn) or collateralized to the satisfaction of the Administrative Agent; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Secured Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations (other than arising from indemnities for which no request has been made) and any amounts payable under this Guaranty, the termination of all Commitments and at such time as all Letters of Credit have been cancelled (or have expired, undrawn) or collateralized to the satisfaction of the Administrative Agent, each Guarantor shall be subrogated to the rights of the Secured Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrowers held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Note Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Note Party to any Guarantor, if the Administrative AgentRequired Holders, after an Event of Default has occurred and is continuing, so requestsrequest, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Holders and be paid over to the Guaranteed Creditors on account of the indebtedness of the Borrower Holders for application to the Guaranteed Creditors, but without affecting or impairing Obligations in any manner accordance with the liability terms of such Guarantor under the other provisions of this GuaranteeNote Documents. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Note Party to such Guarantor, such Guarantor shall xxxx such mark xxxh note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Holders that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Holders and shall forthwith be paid to the Guaranteed Creditors Holders for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Note Documents. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents orfor which no claim has been made), if each Guarantor shall be subrogated to the Loan Documents do not provide for rights of the application Holders to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of such amount, to be the Company held by the Guaranteed Creditors as collateral security for any Guaranteed Obligations thereafter existingsuch Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness or other obligations of the Borrower or any other Guaranteed Party now or hereafter held by by, or owing to, any Guarantor is hereby subordinated to the indebtedness and other obligations of the Borrower to or such other Guaranteed Party held by, or owing to, the Guaranteed Secured Creditors; and such indebtedness and other obligations of the Borrower to or such other Guaranteed Party held by, or owing to, any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness and other obligations of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness or other obligations of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date has occurred; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash occurrence of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents and the Secured Hedging Agreements or, if the Loan Credit Documents or the Secured Hedging Agreements do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of any of the Borrower Borrowers now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed CreditorsObligations; and such indebtedness of any of the Borrower Borrowers to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors and be paid over to the Guaranteed Creditors on account of the indebtedness of the Borrower to the Guaranteed CreditorsObligations, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of any of the Borrower Borrowers to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Creditors and shall forthwith be paid to the Guaranteed Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Creditor Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Creditor Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Creditor Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds and all Commitments are terminated; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Creditor Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Creditor Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) and the termination of all Commitments, each Guarantor shall be subrogated to the rights of the Creditor Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness Indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of all the Borrower Guaranteed Obligations. Subject to the Guaranteed Creditors; and Intercreditor Agreement, such indebtedness Indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Secured Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness Indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations (other than arising from Unasserted Contingent Obligations) and any amounts payable under this Guaranty have been irrevocably paid in full in cashimmediately available funds, all Commitments are terminated and all Letters of Credit have been cancelled (or have expired, undrawn) or collateralized to the satisfaction of the Administrative Agent; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Secured Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the payment in full in immediately available funds of all of the Guaranteed Obligations (other than arising from Unasserted Contingent Obligations) and any amounts payable under this Guaranty, the termination of all Commitments and at such time as all Letters of Credit have been cancelled (or have expired, undrawn) or collateralized to the satisfaction of the Administrative Agent, each Guarantor shall be subrogated to the rights of the Secured Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Note Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Note Party to any Guarantor, if the Administrative AgentRequired Holders, after an Event of Default has occurred and is continuing, so requestsrequest, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Holders and be paid over to the Guaranteed Creditors on account of the indebtedness of the Borrower Holders for application to the Guaranteed Creditors, but without affecting or impairing Obligations in any manner accordance with the liability terms of such Guarantor under the other provisions of this GuaranteeNote Documents. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Note Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Holders that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Holders and shall forthwith be paid to the Guaranteed Creditors Holders for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Note Documents. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents orfor which no claim has been made), if each Guarantor shall be subrogated to the Loan Documents do not provide for rights of the application Holders to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of such amount, to be the Company held by the Guaranteed Creditors as collateral security for any Guaranteed Obligations thereafter existingsuch Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Note Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Note Party to any Guarantor, if the Administrative AgentRequired Holders, after an Event of Default has occurred and is continuing, so requestsrequest, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Holders and be paid over to the Guaranteed Creditors on account of the indebtedness of the Borrower Holders for application to the Guaranteed Creditors, but without affecting or impairing Obligations in any manner accordance with the liability terms of such Guarantor under the other provisions of this GuaranteeNote Documents. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Note Party to such Guarantor, such Guarantor shall xxxx mxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Holders that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Holders and shall forthwith be paid to the Guaranteed Creditors Holders for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Note Documents. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Note Documents orfor which no claim has been made), if each Guarantor shall be subrogated to the Loan Documents do not provide for rights of the application Holders to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of such amount, to be the Company held by the Guaranteed Creditors as collateral security for any Guaranteed Obligations thereafter existingsuch Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any Without limiting the provisions of the Intercompany Subordination Agreement, any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such indebtedness of the Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, provided that if any amount shall be paid to such the Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such indebtedness of the such Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the any Borrower or any other Guaranteed Party to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Borrower, any other Guaranteed Party or any other U.S. Guaranty Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations hereunder or under and as defined in the U.S. Guaranty, as applicable, of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such the indebtedness of the Borrower such Borrower, such other Guaranteed Party or such other U.S. Guaranty Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations hereunder or under and as defined in the U.S. Guaranty, as applicable, of the Borrower such Borrower, such other Guaranteed Party or such other U.S. Guaranty Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordinationCanadian Guaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Canadian Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith promptly be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Secured Creditors; , and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such the Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx mxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing. Upon irrevocable payment in full in cash of all of the Guaranteed Obligations, each Guarantor shall be subrogated to the rights of the Secured Creditors to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness Indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of Guaranteed Obligations owing by the Borrower to the Guaranteed Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent, after Agent (at the direction of the Required Lenders) so requests at a time when an Event of Default has shall have occurred and is continuing, so requests, such Indebtedness of the Borrower held by any Guarantor shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed benefit of the Secured Creditors and be paid over to the Guaranteed Administrative Agent on behalf of the Secured Creditors on account of the indebtedness of the Borrower Guaranteed Obligations owed to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness Indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations (other than contingent obligations not yet due and owing) have been irrevocably paid in full in cashfull; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsObligations (other than contingent obligations not yet due and owing), Table of Contents such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith promptly be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the any Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors; and such the indebtedness of the such Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, to the extent such indebtedness constitutes Collateral shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness Guaranteed Obligations of the such Borrower or such other Guaranteed Party to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordinationGuaranty. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cashthe Termination Date; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed ObligationsTermination Date, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith promptly be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents or, if the Loan Credit Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Guaranteed Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent, Second-Lien Collateral Agent or the Second-Lien Trustee (at written direction of the Noteholders) so requests after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Secured Creditors and be paid over to the Guaranteed Secured Creditors on account of the indebtedness of the Borrower to the Guaranteed Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall xxxx mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to such the Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Guaranteed Secured Creditors and shall forthwith be paid to the Guaranteed Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Second-Lien Note Documents or, if the Loan Second-Lien Note Documents do not provide for the application of such amount, to be held by the Guaranteed Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Creditor Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Creditor Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Creditor Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds, all Commitments are terminated and all Letters or Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Creditor Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Creditor Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty (other than contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made), the termination of all Commitments and at such time as all Letters or Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer, each Guarantor shall be subrogated to the rights of the Creditor Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower any Loan Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness prior payment in full in immediately available funds of the Borrower to all the Guaranteed Creditors; Obligations, and such indebtedness of the Borrower any Loan Party to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Guaranteed Creditors Secured Parties and be paid over to the Guaranteed Creditors on account Administrative Agent for the benefit of the indebtedness of the Borrower Secured Parties for application to the Guaranteed CreditorsObligations in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this GuaranteeGuaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower any Loan Party to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Guaranteed Creditors Secured Parties that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guarantee Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been irrevocably indefeasibly paid and performed in full in cashimmediately available funds and all Commitments are terminated; provided, that if any amount shall be paid to such any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligationssuch time, such amount shall be held in trust for the benefit of the Guaranteed Creditors Secured Parties and shall forthwith be paid to the Guaranteed Creditors Administrative Agent for the benefit of the Secured Parties to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or, if the Loan Documents do not provide for the application of such amount, to be held by the Guaranteed Creditors Administrative Agent as collateral security for any Guaranteed Obligations thereafter existing. Upon the indefeasible payment in full in immediately available funds of all of the Guaranteed Obligations and any amounts payable under this Guaranty and the termination of all Commitments, each Guarantor shall be subrogated to the rights of the Secured Parties to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrowers held by such Guarantor shall be paid in full.