Common use of Subordination of Subrogation Clause in Contracts

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the Company’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cashcash and the Commitments under the Credit Agreement shall have terminated or expired, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Lenders or the Administrative Agent now has have or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the Lenders and the Administrative Agent to secure the payment or performance of all or any part of the Obligations or any other liability of the Borrower to the Lenders. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the Lenders and shall not limit or otherwise affect the Companysuch Guarantor’s liability hereunder or the enforceability of this GuarantyGuarantee, and that the Administrative Agent, the Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company Parent Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company Parent Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company Parent Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Parent Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor co‑obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Parent Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the CompanyParent Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.0210.2.

Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cashcash (other than Unliquidated Obligations), the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Issuing Bank, any of the Guaranteed Parties or the Administrative Agent now has have or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations until the Guaranteed Obligations are indefeasibly paid in full in cash (other than Unliquidated Obligations) and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cashcash (other than Unliquidated Obligations that have not yet arisen). The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the Guaranteed Parties and shall not limit or otherwise affect the Company’s such Guarantor's liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders Guaranteed Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.026(a).

Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cashfull, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and Obligations, (ii) waives waive any right to enforce any remedy which the Administrative Agent holders of the Obligations or the Agents now has have or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and (iii) waive any benefit of, and any right to participate in, any security or collateral given to the holders of the Obligations and the Agents to secure the payment or performance of all or any part of the Obligations or any other liability of the Borrower to the holders of the Obligations or the Agents. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cashfull. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent Agents and the other holders of the Obligations and shall not limit or otherwise affect the Companysuch Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly fully and finally performed and paid in full in cash, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and Obligations, (ii) waives waive any right to enforce any remedy which the Administrative Agent Holders of Guaranteed Obligations now has have or may hereafter have against the BorrowerCompany or any Guarantor of all or any part of the Guaranteed Obligations, and (iii) waive any benefit of, and any right to participate in, any other Guarantor, any endorser security or any guarantor collateral given to the Holders of Guaranteed Obligations to secure the payment or performance of all or any part of the Guaranteed Obligations or any other Personliability of the Company to the Holders of Guaranteed Obligations. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off with respect to the Guaranteed Obligations that the Company such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent Holders of Guaranteed Obligations and shall not limit or otherwise affect the Companysuch Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders Holders of Guaranteed Obligations and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027(A).

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid Paid in full in cashFull, (x) the Company Guarantors (i) shall have no right of subrogation with respect to such the Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Administrative Agent Secured Parties now has have or may hereafter have against the any Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and (y) the Guarantors waive any benefit of, and any right to participate in, any present or future security or collateral for the Guaranteed Obligations or any part thereof. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Guarantor may have to the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid Paid in full in cashFull. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the other Secured Parties and shall not limit or otherwise affect the Companysuch Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders other Secured Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027(A).

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cashcash and the Commitments under the Credit Agreement shall have terminated or expired, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Lenders or the Administrative Agent now has have or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the Lenders and the Administrative Agent to secure the payment or performance of all or any part of the Obligations or any other liability of the Borrower to the Lenders. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the Lenders and shall not limit or otherwise affect the Company’s such Guarantor's liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02SECTION 7.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company each Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-co obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the Companyany Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02IV.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company each Borrower Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against the any Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. 157 90295627_3 Should the Company any Borrower Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Borrower Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Borrower Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Borrower Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the Companyany Borrower Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02.

Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash, the Company Guarantor shall (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Administrative Agent any Holder of Obligations now has have or may hereafter have against the Borrower, any other GuarantorDirect, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the Guarantor waives any benefit of, and any right to participate in, any security or collateral given to any Holder of Obligations to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of Direct to any Holder of Obligations. Should the Company Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor co‑obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent each Holder of Obligations and shall not limit or otherwise affect the CompanyGuarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders such Holder of Obligations and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027(A).

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company each Borrower Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which 67484784_12 the Administrative Agent now has or may hereafter have against the any Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company any Borrower Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Borrower Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Borrower Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Borrower Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the Companyany Borrower Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cashcash and the Commitments under the Credit Agreement shall have terminated or expired, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Lenders or the Administrative Agent now has have or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the Lenders and the Administrative Agent to secure the payment or performance of all or any part of the Obligations or any other liability of the Borrower to the Lenders. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the Lenders and shall not limit or otherwise affect the Companysuch Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cashTermination Date, the Company each Guarantor agrees, as to itself, that such Guarantor: (i) shall have no right of subrogation with respect to such the Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent Beneficiary now has or may hereafter have against the Borrower, any other GuarantorBuyer, any endorser or any guarantor of all or any part of the secured obligations or any other Person, and, until such time, such Guarantor waives any benefit of, and any right to participate in, any security or collateral given to the Beneficiary to secure the payment or performance of all or any part of the Guaranteed Obligations or any other Personliability of the Buyer to the Beneficiary. Should the Company such Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company such Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations until the Termination Date and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor Person until the Guaranteed Obligations are indefeasibly paid in full in cashTermination Date. The Company Such Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent Beneficiary and shall not limit or otherwise affect the Companysuch Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders Beneficiary and their its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.026.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Administrative Agent Lender now has or may hereafter have against the Borrower, any other GuarantorLoan Party, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Personperson, and the Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the Lender to secure the payment or performance of all or any part of the Obligations or any other liability of the Borrowers to the Lender. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent Lender and shall not limit or otherwise affect the Company’s such Guarantor's liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders Lender and their its successors and permitted assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027(a).

Subordination of Subrogation. Until Each Subsidiary Guarantor hereby agrees (i) not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the Borrower arising out of or by reason of this Guaranty or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations have been indefeasibly paid in full in cash, by any of the Company (i) shall have no right of subrogation with respect to such Guaranteed Obligations Subsidiary Guarantors and (ii) waives to waive any right to enforce any remedy which any Issuing Bank, any of the Credit Parties or the Administrative Agent now has have or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should , and until such time the Company have Subsidiary Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the right, notwithstanding the foregoing, to exercise its subrogation rightsCredit Parties, the Company hereby expressly Issuing Banks and irrevocably (a) subordinates the Administrative Agent to secure the payment or performance of all or any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company may have to the indefeasible payment in full in cash part of the Guaranteed Obligations or any other liability of the Borrower to the Credit Parties, the Issuing Banks or the Administrative Agent, in the case of each of the foregoing clauses (i) and (b) waives any ii), unless and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid Payment in full in cashFull. The Company Each Subsidiary Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the Credit Parties and shall not limit or otherwise affect the Companysuch Subsidiary Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders Credit Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027(a).

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company each Borrower Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against the any Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company any Borrower Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Borrower Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, 137 68208499_3 indemnification or set off that the Company such Borrower Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Borrower Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the Companyany Borrower Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company each Guarantor (i) shall have no right of subrogation with respect F - 3 Form of Subsidiary Guaranty to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-co obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the Companyany Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02IV.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company each Borrower Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against the any Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person. Should the Company any Borrower Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Borrower Guarantor hereby expressly and irrevocably (a) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Borrower Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor co‑obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Each Borrower Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and shall not limit or otherwise affect the Companyany Borrower Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.0210.2.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent BI now has or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Personperson, and the Guarantor waives any benefit of, and any right to participate in, any security or collateral given to BI to secure the payment or performance of all or any part of the Obligations or any other liability of the Account Debtor to BI. Should the Company Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. The Company Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent BI and shall not limit or otherwise affect the Company’s Guarantor's liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders BI and their its successors and permitted assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.027(a).

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cashTermination Date, the Company Guarantor (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives any right to enforce any remedy which the Administrative Agent Beneficiary now has or may hereafter have against the Borrower, any other GuarantorSeller, any endorser or any guarantor of all or any part of the secured obligations or any other Person, and, until such time, the Guarantor waives any benefit of, and any right to participate in, any security or collateral given to the Beneficiary to secure the payment or performance of all or any part of the Guaranteed Obligations or any other Personliability of the Seller to the Beneficiary. Should the Company Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations until the Termination Date and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor Person until the Guaranteed Obligations are indefeasibly paid in full in cashTermination Date. The Company Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent Beneficiary and shall not limit or otherwise affect the CompanyGuarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders Beneficiary and their its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.026.

Subordination of Subrogation. Until the Guaranteed Obligations have been indefeasibly paid in full in cash, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and (ii) waives waive any right to enforce any remedy which the Administrative Agent Lenders, Issuing Banks or the Agents (or any of them) now has have or may hereafter have against the any Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and the Guarantors waive any benefit of, and any right to participate in, any security or collateral given to the Lenders, the Issuing Banks and the Agents (or any of them) to secure the payment or performance of all or any part of the Obligations or any other liability of the Borrowers to the Lenders or Issuing Banks. Should the Company any Guarantor have the right, notwithstanding the foregoing, foregoing to exercise its subrogation rights, the Company except as set forth in Section 9.9, each Guarantor hereby expressly and irrevocably (a) subordinates to payment of the Secured Obligations any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (b) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Secured Obligations are indefeasibly paid in full in cash. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent Agents, the Lenders and the other Holders of Secured Obligations and shall not limit or otherwise affect the Company’s such Guarantor's liability hereunder or the enforceability of this GuarantyArticle IX, and that the Administrative AgentAgents, the Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.029.7.

Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cashfull, the Company Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations and Obligations, (ii) waives waive any right to enforce any remedy which the Administrative holders of the Obligations or the Agent now has have or may hereafter have against the Borrower, any other Guarantor, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and (iii) waive any benefit of, and any right to participate in, any security or collateral given to the holders of the Obligations and the Agent to secure the payment or performance of all or any part of the Obligations or any other liability of the Borrower to the holders of the Obligations or the Agent. Should the Company any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the Company each Guarantor hereby expressly and irrevocably (aA) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that the Company such Guarantor may have to the indefeasible payment in full in cash of the Guaranteed Obligations and (bB) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cashfull. The Company Each Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the other holders of the Obligations and shall not limit or otherwise affect the Companysuch Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Lenders and their successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 11.02.