Common use of Subrogation Clause in Contracts

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XISection 15, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 15 shall have been paid in full in cash after the termination of this Agreement and the Final Maturity Date shall have occurredother Loan Documents. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateSection 15, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 15 after the termination of this Agreement and the other Loan Documents, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 15 thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations and all other amounts payable under this Article XI Section 15 shall be paid in full in cash after the termination of this Agreement and (iii) the Final Maturity Date shall have occurredother Loan Documents, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party Borrower, any other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such each Guarantor’s obligations Obligations under or in respect of this Article XIFacility Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Secured Parties Party against any Loan Party Borrower, any other Obligor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party Borrower, any other Obligor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until Full Payment of all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredFacility Guaranty. If any amount shall be paid to any each Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash Full Payment of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateFacility Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of each Guarantor and shall forthwith be paid or delivered to Agent in the Secured Parties same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIFacility Guaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Facility Guaranty thereafter arising. If (i) any Guarantor shall make payment to the any Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all and Full Payment of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredoccur, then the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Facility Guaranty.

Subrogation. No Guarantor will shall exercise any rights that it may now have or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Agent, Documentation Agent and other Lender Parties against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan other Credit Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and all Commitments, all outstanding Letters of Credit and all of the Final Maturity Date Loan Documents shall have occurredterminated; provided, however, no Guarantor shall have any rights hereunder against any Borrower or any of its Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the equity securities of any Borrower pursuant to a Pledge Agreement. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Lender Parties and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any Guarantor shall make payment to the Secured Agent, Documentation Agent and other Lender Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be paid in full in cash and (iii) all Commitments to lend hereunder, all outstanding Letters of Credit and all of the Final Maturity Date Loan Documents shall have occurredbeen terminated, the Secured Agent, Documentation Agent and other Lender Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor or appropriate documents, without recourse and without representation or warranty, reasonably necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party Obligor or any other guarantor Guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Holders against any Loan Party Obligor or any other guarantor Guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party Obligor or any other guarantorGuarantor, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateXI, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Holders and shall forthwith be paid to the Secured Parties Agent and the Holders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Holders of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Agent and the Holders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations Obligations under or in respect of this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Bank against the Secured Parties against any Loan Party Borrower or any other guarantor or any Collateralinsider guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (b) the Final Maturity Date, such amount shall be received and held in trust for the benefit of the Secured Parties Banks, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations the Loan Documents or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties any Bank of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Banks will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No Guarantor will Each Obligor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorObligor’s obligations Guaranteed Obligations under this Article XIor in respect of any Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the any Secured Parties Party against any Loan Party other Obligor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party other Obligor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the such Obligor’s Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI 7 shall have been paid in full in cash cash, it being understood that payments in respect of inter-company indebtedness, dividends, capital contributions, servicing arrangements, tax-sharing agreements or other similar matters not prohibited by Section 5.10 exclusively among the Obligors (and the Final Maturity Date shall have occurredother Transaction Parties) are not prohibited under this Section 7.05 unless an Event of Default has occurred and is continuing. If any amount shall be paid to any Guarantor Obligor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI7, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Obligor and shall forthwith be paid or delivered to the Administrative Agent (for the account of the relevant Secured Parties) in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to such Obligor’s Guaranteed Obligations and all other amounts payable by it under this Article 7, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any of such Obligor’s Guaranteed Obligations or other amounts payable by it under this Article XI 7 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI 7 shall be have been paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties will, at such Guarantorany Obligor’s request and expense, execute and deliver to such Guarantor Obligor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Obligor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorObligor pursuant to this Article 7.

Subrogation. No Notwithstanding any payment or payments made by any Guarantor will exercise any rights that it may now hereunder, each Guarantor hereby irrevocably waives, solely with respect to such payment or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitationpayments, any right and all rights of subrogationsubrogation to the rights of the Beneficiaries against the Company and, except to the extent otherwise provided in the Indemnity and Contribution Agreement, any and all rights of contribution, reimbursement, exonerationrepayment, contribution assignment, indemnification or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party implied contract or any similar rights against the Company, any endorser or other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, in each case until such time as the Guaranteed Obligations shall have been paid in full in cash (ii) subject to Section 7 below). In furtherance of the foregoing, for so long as any Guaranteed Obligations shall remain outstanding, no Guarantor shall take any action or commence any proceeding against the Company or any other guarantor of the Guaranteed Obligations (or any of their respective successors, transferees or assigns, whether in connection with a bankruptcy proceeding or otherwise), to recover any amounts in respect of payments made under this Guaranty to the Beneficiaries. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of such subrogation or other rights at any time when all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be not have been paid in full in cash and (iii) subject to Section 7 below), such amount shall be held by such Guarantor in trust for the Final Maturity Date shall have occurredBeneficiaries, the Secured Parties will, at segregated from other funds of such Guarantor’s request , and expenseshall, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment forthwith upon receipt by such Guarantor, be turned over (i) to each Beneficiary (ratably based on the principal amount outstanding of Notes held by such Beneficiary at such time as a percentage of the aggregate principal amount outstanding of Notes held by all the Beneficiaries at such time) in the exact form received by such Guarantor (duly endorsed by such Guarantor to such Beneficiary if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as such Beneficiary may determine, or (ii) as a court of competent jurisdiction may otherwise direct.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other guarantor Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations Obligations under or in respect of this Article XIGuaranty or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Administrative Agent or any Lender against any Loan Party the Borrower or any other guarantor or any CollateralLoan Party, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from any Loan Party the Borrower or any other guarantorLoan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationsinchoate indemnity obligations and similar obligations that survive the termination of this Agreement) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations and similar obligations that survive the Final Maturity termination of this Agreement) and (b) the Termination Date, such amount shall be received and held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Administrative Agent of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations and similar obligations that survive the termination of this Agreement) shall be have been paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, the Secured Parties Administrative Agent and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Borrower, any other Credit Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such each Guarantor’s obligations Obligations under or in respect of this Article XIFacility Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Secured Parties Party against any Loan Borrower, any other Credit Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Borrower, any other Credit Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until Full Payment of all of the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date Facility Guaranty shall have occurred, all Letters of Credit and all Bank Product Debt shall have expired or been terminated or Cash Collateralized and the Commitments shall have expired or been terminated. If any amount shall be paid to any each Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash Full Payment of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateFacility Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of each Guarantor and shall forthwith be paid or delivered to Agent in the Secured Parties same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIFacility Guaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Facility Guaranty thereafter arising. If (i) any Guarantor shall make payment to the any Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all and Full Payment of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredoccur, then the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Facility Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents and the Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XISection 18, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lenders against any Loan Party Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 shall have been paid in full in cash and the Final Maturity Date this Agreement shall have occurredterminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 and the Final Maturity Datetermination of this Agreement, such amount shall be held in trust for the benefit of the Secured Parties Lenders and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 18, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 18 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Section 18 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredthis Agreement has terminated, the Secured Parties Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Buyers against any Loan Transaction Party or any other guarantor or any CollateralCollateral (as defined in the Security Agreement), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Guaranteed Obligations (other than Contingent Indemnity Obligationsdate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredGuaranty (excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Buyers and shall forthwith be paid to the Secured Parties Buyers to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Buyers of all or any part of the Guaranteed Obligations, and (iib) the Buyers receive the indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the Guaranteed Obligations date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall be paid in full in cash and Guaranty (iii) the Final Maturity Date shall have occurredexcluding any inchoate or unmatured contingent indemnification obligations), the Secured Parties Buyers will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Party against any Loan Transaction Party or any other guarantor or any CollateralPledged Property, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationsinchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall have indefeasibly been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Party and shall forthwith be paid to the Secured Parties Party to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Document, or to be held as Collateral Pledged Property for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Party of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall indefeasibly be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Party will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will Xxxxxxx-Xxxxxx International hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party Designated Borrower, or any other insider guarantor that arise from the existence, payment, performance or enforcement by Xxxxxxx-Xxxxxx International of such Guarantor’s obligations the Guaranteed Obligations under or in respect of this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties any Lender against any Loan Party Designated Borrower or any other insider guarantor or any Collateralcollateral for the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party such Designated Borrower, or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all the date (the “Termination Date”) which is the later of (a) the date of the Guaranteed Obligations termination of the Availability Period and (other than Contingent Indemnity Obligationsb) and all other amounts payable under this Article XI shall have been paid the date of the indefeasible payment in full of all the Obligations in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor Xxxxxxx-Xxxxxx International in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Termination Date, such amount shall be received and held in trust for the benefit of the Secured Parties Lenders, shall be segregated from other property and funds of Xxxxxxx- Xxxxxx International and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, the Secured Parties Administrative Agent will, at such GuarantorXxxxxxx-Xxxxxx International’s request and expense, execute and deliver to such Guarantor Xxxxxxx-Xxxxxx International appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Xxxxxxx-Xxxxxx International of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorXxxxxxx-Xxxxxx International pursuant to this Guaranty.

Subrogation. No In any case, including NPT’s insolvency, the Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from by way of subrogation, and hereby waives, to the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitationfullest extent permitted by Applicable Law, any right of subrogation, reimbursement, exoneration, contribution to enforce any remedy that the Beneficiary now has or indemnification and any right to participate may hereafter have against NPT in any claim or remedy respect of the Secured Parties against any Loan Party or any other guarantor or any CollateralGuaranteed Obligations. Notwithstanding the foregoing, whether or not such claimupon full, remedy or right arises in equity or under contract, statute or common law, including, without limitationfinal and indefeasible payment of all Guaranteed Obligations, the right Guarantor shall be subrogated to take the rights of the Beneficiary against NPT and the Beneficiary agrees to take, at the Guarantor’s expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided, that, if a bankruptcy court in a bankruptcy proceeding of NPT issues a stay or receive injunction prohibiting or preventing the Guarantor from amending this Guaranty, as contemplated by Section 17.1.2 of the Agreement, based in whole or in part on the effects on the estate of NPT of any Loan Party or any other guarantorincrease in the aggregate liability of the Guarantor under Section 1(a) of this Guaranty after the entry of an order of relief with respect to NPT from the amount of the aggregate liability of the Guarantor under Section 1(a) of this Guaranty in the Owner Guaranty prior to such amendment, directly or indirectlyand/or on the effects on the estate of NPT of the Guarantor’s rights of subrogation resulting from such increase, then, in cash or other property or by set-off or either such case, the Guarantor’s waiver set forth in any other manner, payment or security solely on account of such claim, remedy or right, unless this Section 4 shall be absolute and until all permanent with respect to the portion of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under equal to the amount of such increase; provided, further, that nothing in this Article XI shall have been paid Section 4 or in full in cash and the Final Maturity Date shall have occurred. If any amount Section 8 of this Guaranty shall be paid construed to prevent the Guarantor from opposing or seeking to terminate such stay or injunction or any Guarantor in violation request of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, a third party for such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured a stay or unmaturedinjunction, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorbankruptcy proceeding.

Subrogation. No Guarantor The Company will not exercise any rights that it may now or hereafter acquire against any Loan Party Borrowing Subsidiary or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under this Article XIAgreement, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party Administrative Agent, the L/C Issuer or any other Lender against a Borrowing Subsidiary or any other insider guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from any Loan Party a Borrowing Subsidiary or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredterminated. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty and the Final Maturity Datetermination of the Commitments, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent, the L/C Issuer and the other Lenders and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIguaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI guaranty thereafter arising. If (i) any Guarantor shall make payment to The Company acknowledges that it will receive direct and indirect benefits from the Secured Parties of all or any part of financing arrangements contemplated by this Agreement and that the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under waiver set forth in this Article XI shall be paid section is knowingly made in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at contemplation on such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorbenefits.

Subrogation. No The Guarantor will not exercise any rights right that it may now or hereafter acquire against any Loan Party or any other guarantor the Counterparty that arise arises from the existence, payment, performance or enforcement of such the Guarantor’s payment obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Beneficiary against any Loan Party the Counterparty or any other guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Counterparty, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) obligations of the Counterparty under the Agreement and all other amounts payable due under this Article XI Guaranty shall have been paid in full in cash (and the Final Maturity Date shall have occurrednot subject to disgorgement in bankruptcy or otherwise). If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable due under this Article XI and Guaranty, the Final Maturity Date, Guarantor shall hold such amount shall be held in trust as agent for the benefit of the Secured Parties and Beneficiary, which amount shall forthwith be paid to the Secured Parties Beneficiary to be credited and applied to the Guaranteed Obligations and all other amounts payable due under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this the Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable due under this Article XI Guaranty thereafter arising. If (ia) any the Guarantor shall make payment to the Secured Parties Beneficiary of all or any part of the Guaranteed Obligations, Obligations and (iib) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Beneficiary will, at such the Guarantor’s request and expense, expense execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warrantywarranty by the Beneficiary, necessary assigning, but only to evidence the transfer by subrogation extent of the amounts so paid, all of the Beneficiary’s rights and remedies under the Agreement, to seek and receive payment under the Agreement. In the event the Guarantor pays part or all of the Counterparty’s payment obligations, the Guarantor shall be entitled to the Counterparty’s rights and benefits under the Agreement and shall be subrogated to the Counterparty’s rights with respect to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment Counterparty’s obligations so paid by such the Guarantor.

Subrogation. No The Guarantor will not exercise any rights that against the Company which it may now acquire by way of subrogation or hereafter acquire against contribution, by any Loan Party payment made hereunder or any other guarantor that arise from the existenceotherwise, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationsindemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) and all other amounts payable under this Article XI shall have been irrevocably paid in full in cash and the Final Maturity Date Credit Agreement and all Letters of Credit shall have occurredbeen irrevocably terminated (unless such Letters of Credit have been cash collateralized in accordance with the provisions of the Credit Agreement or other arrangements with respect thereto have been made that are satisfactory to the applicable Issuing Bank). If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation or contribution rights at any time prior to the later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and shall not have been paid in full or the Final Maturity DateCredit Agreement or any Letter of Credit shall not have been irrevocably terminated, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this the Credit Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Guaranteed Parties of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations (other than indemnities and all other amounts contingent obligations not then due and payable under this Article XI and as to which no claim has been made as of the time of determination) shall be irrevocably paid in full in cash and (iii) the Final Maturity Date Credit Agreement and all Letters of Credit shall have occurredbeen irrevocably terminated (unless such Letters of Credit have been cash collateralized in accordance with the provisions of the Credit Agreement or other arrangements with respect thereto have been made that are satisfactory to the applicable Issuing Bank), the Secured Guaranteed Parties will, at such Guarantor’s request and expenserequest, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No In any case, including HQSub’s insolvency, the Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from by way of subrogation, and hereby waives, to the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitationfullest extent permitted by Applicable Law, any right of subrogation, reimbursement, exoneration, contribution to enforce any remedy that the Beneficiary now has or indemnification and any right to participate may hereafter have against HQSub in any claim or remedy respect of the Secured Parties against any Loan Party or any other guarantor or any CollateralGuaranteed Obligations. Notwithstanding the foregoing, whether or not such claimupon full, remedy or right arises in equity or under contract, statute or common law, including, without limitationfinal and indefeasible payment of all Guaranteed Obligations, the right Guarantor shall be subrogated to take the rights of the Beneficiary against HQSub and the Beneficiary agrees to take, at the Guarantor’s expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided, that, if a bankruptcy court in a bankruptcy proceeding of HQSub issues a stay or receive injunction prohibiting or preventing the Guarantor from reissuing this Guaranty, as contemplated by Section 17.1.1 of the Agreement, based in whole or in part on the effects on the estate of HQSub of any Loan Party or any other guarantorincrease in the Stated Cap after the entry of an order of relief with respect to HQSub from the amount of the Stated Cap in the Purchaser Guaranty prior to such reissuance, directly or indirectlyand/or on the effects on the estate of HQSub of the Guarantor’s rights of subrogation resulting from such increase, then, in cash or other property or by set-off or either such case, the Guarantor’s waiver set forth in any other manner, payment or security solely on account of such claim, remedy or right, unless this Section 4 shall be absolute and until all permanent with respect to the portion of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under equal to the amount of such increase; provided, further, that nothing in this Article XI shall have been paid Section 4 or in full in cash and the Final Maturity Date shall have occurred. If any amount Section 8 of this Guaranty shall be paid construed to prevent the Guarantor from opposing or seeking to terminate such stay or injunction or any Guarantor in violation request of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, a third party for such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured a stay or unmaturedinjunction, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorbankruptcy proceeding.

Subrogation. No Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s its respective obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lender against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, law including, without limitation, the right to take or receive from any Loan other Credit Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and the Final Maturity Date all commitments to lend hereunder shall have occurredterminated. If Guarantor agrees that any amount shall be paid to payment of any Indebtedness of Borrower now or hereafter held by such Guarantor is hereby subordinated in violation right of the immediately preceding sentence at any time prior payment to the later of the irrevocable and indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under unless otherwise agreed to in writing by Lender or provided for in this Article XI and agreement. If any amount shall be paid to a Guarantor in violation of the Final Maturity Dateimmediately preceding sentences, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid to the Secured Parties Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any a Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be indefeasibly paid in full in cash and (iii) the Final Maturity Date Lender’s commitment to lend hereunder shall have occurredbeen terminated, the Secured Parties Lender will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Any indebtedness of a Borrower to either Guarantor will exercise any rights that it may now or hereafter acquire against existing (including, but not limited to, any Loan Party or rights to subrogation Guarantor may have as a result of any other guarantor that arise from the existence, payment, performance or enforcement of payment by such Guarantor’s obligations Guarantor under this Article XIGuaranty), includingtogether with any interest thereon, without limitationshall be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in full of the Obligations. Until payment in full of the Obligations (and including interest accruing on any right Note after the commencement of subrogationa proceeding by or against a Borrower under any Debtor Relief Laws and the regulations adopted and promulgated pursuant thereto, reimbursement, exoneration, contribution or indemnification which interest the parties agree shall remain a claim that is prior and any right superior to participate in any claim of Guarantors notwithstanding any contrary practice, custom or remedy ruling in cases under any Debtor Relief Laws generally), Guarantors agree not to accept any payment or satisfaction of the Secured Parties against any Loan Party or kind of indebtedness of any other guarantor or any CollateralBorrower to Guarantors and hereby assign such indebtedness to Administrative Agent, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive file proof of claim and to vote thereon in connection with any such proceeding under any Debtor Relief Laws, including the right to vote on any plan of reorganization. Further, each Guarantor agrees that until such payment in full of the Obligations, (a) neither of them shall accept payment from any Loan Party or any the other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely way of contribution on account of any payment made hereunder by such claimparty to Administrative Agent, remedy (b) neither of them will take any action to exercise or rightenforce any rights to such contribution, unless and (c) if either Guarantor should receive any payment, satisfaction or security for any indebtedness of a Borrower to either Guarantor or for any contribution by the other to such Guarantor for payment made hereunder by the recipient to Administrative Agent, the same shall be delivered to Administrative Agent in the form received, endorsed or assigned as may be appropriate for application on account of, or as security for, the Obligations, and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateso delivered, such amount shall be held in trust for Administrative Agent as security for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of Until the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification, tax gross up or expense reimbursement obligations) shall be satisfied in full and all other amounts payable the Commitments shall be terminated, no Subsidiary Guarantor shall have, and no Subsidiary Guarantor shall directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Article XI shall Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have been paid or acquire (in full any way whatsoever) which could entitle it at any time to share or participate in cash and any right, remedy or security of any Guaranteed Party as against the Final Maturity Date shall have occurredBorrowers or any other Subsidiary Guarantor or other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. If any amount shall be paid to any Subsidiary Guarantor in violation on account of the immediately preceding sentence foregoing rights at any time prior to the later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification, tax gross up or expense reimbursement obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe Loan Documents. If (i) any Guarantor shall make Upon the indefeasible payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and the termination of all other amounts payable under this Article XI Commitments, each Subsidiary Guarantor shall be paid in full in cash and subrogated to the rights of the Guaranteed Parties against the Borrowers to the extent otherwise permitted by law; provided, that, such subrogation shall not (iiii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without constitute a representation or warranty, necessary express or implied, by any Guaranteed Party as to evidence the transfer by subrogation enforceability or collectibility of any obligations of the Borrowers under the Loan Documents or as to the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document; (ii) grant to such Subsidiary Guarantor any right of an interest recourse against any Guaranteed Party in respect thereof; (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with such Subsidiary Guarantor in the protection, preservation or enforcement of any rights such Subsidiary Guarantor may have against any Borrower or any other Loan Party; (iv) impair any Guaranteed Obligations resulting Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against any Borrower or otherwise impair or affect any of the waivers or consents contained herein; or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against any Borrower; provided, further, that, each Subsidiary Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such payment by such Guarantorright of subrogation.

Subrogation. No Guarantor will exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against the Secured Parties against any Loan Party Borrower or any other guarantor or any CollateralPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party the Borrower or any other guarantorPerson, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty shall have been paid in full in cash cash, all Letters of Credit have terminated or expired and the Final Maturity Date no Letter of Credit Obligations shall remain outstanding, and all Commitments shall have occurredexpired or terminated. If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty, (b) the satisfaction of all Letter of Credit Obligations and the Final Maturity Datetermination of all obligations of the Issuing Lender and the Lenders in respect of Letters of Credit, (c) the termination of the Hedge Contracts with the Beneficiaries, and (d) the termination of the Commitments, such amount shall be held in trust for the benefit of the Secured Parties Beneficiaries and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such GuarantorLoan Documents.

Subrogation. No Each Initial Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party Borrower, any other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such each Initial Guarantor’s obligations Obligations under or in respect of this Article XIInitial Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Secured Parties Party against any Loan Party Borrower, any other Obligor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party Borrower, any other Obligor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) and all other amounts payable under this Article XI Initial Guaranty shall have been paid in full in cash cash, all Letters of Credit and all Bank Product Debt shall have expired or been terminated or Cash Collateralized and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any each Initial Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash Full Payment of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateInitial Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of each Initial Guarantor and shall forthwith be paid or delivered to Agent in the Secured Parties same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIInitial Guaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Initial Guaranty thereafter arising. If (i) any Initial Guarantor shall make payment to the any Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all and Full Payment of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredoccur, then the Secured Parties will, at such Initial Guarantor’s request and expense, execute and deliver to such Initial Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Initial Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorInitial Guarantor pursuant to this Initial Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI10, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Administrative Agent, the Lenders and the L/C Issuer against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI 10 shall have been paid in full in cash and the Final Maturity Revolving Loan Commitment Termination Date shall have occurred; provided, that no Guarantor has any rights hereunder against any Borrower or any of its or any other Loan Parties’ Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the Capital Stock of such Person pursuant to any Pledge Agreement. In addition, unless and until all of the Guaranteed Obligations and all other amounts payable under this Article 10 shall have been paid in full in cash and the Revolving Loan Commitment Termination Date shall have occurred, any Indebtedness of any Loan Party now or hereafter held by any Guarantor is subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness of any such Loan Party to any Guarantor collected or received by Guarantor after an Event of Default has occurred and is continuing prior to the date of all of the Guaranteed Obligations and all other amounts payable under this Article 10 shall have been paid in full in cash and the Revolving Loan Commitment Termination Date shall have occurred, shall be held in trust for Administrative Agent on behalf of itself and the Lenders and shall forthwith be paid over to Administrative Agent for the benefit of itself and the Lenders to be credited and applied against the Guaranteed Obligations. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datetwo sentences, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Administrative Agent, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI10, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI 10 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) When all of the Guaranteed Obligations and all other amounts payable under this Article XI 10 shall be have been paid in full in cash and (iii) the Final Maturity Revolving Loan Commitment Termination Date shall have occurred, the Secured Parties Administrative Agent, the Lenders and the L/C Issuer will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will not exercise any rights ----------- that it may now or hereafter acquire against any Loan Party the Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties any Agent or any Lender against any Loan Party or any other insider guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) obligations and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any such Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and the Final Maturity Termination Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Funding Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties any Agent or any other Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, the Secured Parties Agents and the Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party the Borrower or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any other Secured Parties Party against any Loan Party the Borrower or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party the Borrower or any other guarantor, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been independently paid in full in cash cash, all Letters of Credit have expired or have been terminated or canceled, all Bank Hedge Agreements shall have expired or terminated and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of (i) the indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (ii) the Final Maturity later of (x) the Termination Date, (y) the expiration, termination or cancellation or all Letters of Credit, and (z) the expiration or termination of all Bank Hedge Agreements, such amount shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any a Guarantor shall make payment to the Administrative Agent or any other Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be indefeasibly paid in full in cash and (iii) the Final Maturity Termination Date shall have occurred, all Letters of Credit have expired or have been terminated or canceled and all Bank Hedge Agreements shall have expired or terminated, the Administrative Agent and the other Secured Parties willwill promptly, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other guarantor Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIGuaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against the Secured Parties against any Loan Party Borrower or any other guarantor or any CollateralPerson, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party the Borrower or any other guarantorPerson, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty shall have been paid in full in cash cash, all Letters of Credit have terminated or expired and no Letter of Credit Obligations shall remain outstanding, all Interest Rate Contracts with the Final Maturity Date Beneficiaries have been terminated, and all Commitments shall have occurredexpired or terminated. If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and any and all other amounts payable by the Guarantors under this Article XI Guaranty, (b) the satisfaction of all Letter of Credit Obligations and the Final Maturity Datetermination of all obligations of the Issuing Banks and the Banks in respect of Letters of Credit, (c) the termination of all Interest Rate Contracts with the Beneficiaries, and (d) the termination of the Commitments, such amount shall be held in trust for the benefit of the Secured Parties Beneficiaries and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such GuarantorCredit Documents.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence(a) In addition, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, and without limitation, prejudice to Clause 21.2 (Reimbursement) and any right of subrogationindemnification or subrogation K-SURE may have at law, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or otherwise, each Party agrees that upon any payments to the Lender by K-SURE under contract, statute or common law, including, without limitationthe K-SURE Insurance Policy in respect of any amounts due under the Finance Documents (the Underlying Payment), the right to take or receive from any Loan Party or any following shall apply: (i) the obligations and liabilities of the Borrower against the Lender under this Agreement and other guarantorFinance Documents shall not be reduced, directly or indirectly, in cash or other property or by set-off or discharged nor affected in any other mannerway; (ii) upon K-SURE ‘s request, payment or security solely on account of such claim, remedy or right, unless the Lender shall assign to K-SURE its rights to recover the Underlying Payment from the Borrower and until all of the Guaranteed Obligations assignment referred to in this subparagraph (other than Contingent Indemnity Obligationsii) and all other amounts payable is completed, the Lender shall hold on trust for K-SURE any payments made under this Article XI shall have been paid in full in cash Agreement and the Final Maturity Date shall have occurred. If any amount shall be paid other Finance Documents and pay or transfer them to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, K-SURE in accordance with the terms K-SURE Insurance Policy; and (iii) notwithstanding anything to the contrary, K-SURE shall be entitled to the extent of the Underlying Payment to exercise the rights of the Lender against the Borrower under this Agreement and other Finance Documents or any relevant laws and/or regulations unless and until such payment and the interest accrued thereon are fully reimbursed to K-SURE. (b) The Borrower agrees to co-operate with K-SURE and the Lender, as the case may be, in giving effect to any assignment referred to in this clause, and to take all actions requested by K-SURE or the Lender, in each case to implement or give effect to such assignment. (c) The Borrower shall indemnify K-SURE in respect of any costs or expenses (including legal fees) and withholdings suffered or incurred by K-SURE in connection with any assignment referred to above or payments by the Lender to K-SURE under this Agreement, any other Finance Documents or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such GuarantorK- SURE Insurance Policy.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date this Agreement shall have occurredbeen terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.and

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party Obligor or any other guarantor Guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Holders against any Loan Party Obligor or any other guarantor Guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without 91 limitation, the right to take or receive from any Loan Party Obligor or any other guarantorGuarantor, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateXI, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Holders and shall forthwith be paid to the Secured Parties Agent and the Holders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Holders of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Agent and the Holders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Buyers or the Collateral Agent against any Loan Transaction Party or any other guarantor or any CollateralCollateral (as defined in the Security Agreement), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until the complete conversion of all of the Guaranteed Obligations Company's obligations under the Notes to equity securities of the Company and/or payment in full in cash of all obligations under the Notes (other than Contingent Indemnity Obligationstogether with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredGuaranty (excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Buyers and shall forthwith be paid ratably to the Secured Parties Buyers to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Guaranteed Transaction Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Buyers of all or any part of the Guaranteed Obligations, and (iib) the Buyers receive the complete conversion of all of the Guaranteed Obligations Company's obligations under the Notes to equity securities of the Company and/or payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall be paid in full in cash and Guaranty (iii) the Final Maturity Date shall have occurredexcluding any inchoate or unmatured contingent indemnification obligations), the Secured Parties Buyers will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Company, any Loan Party other Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Agent or any Lender against the Secured Parties against Company, any Loan Party other Guarantor or any other insider guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, any Loan Party other Guarantor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash (other than (i) contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Secured Hedge Agreements, Secured Letters of Credit and Secured Cash Management Obligations to the extent not currently due) and the Final Maturity Date aggregate Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty (other than (i) contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Secured Hedge Agreements, Secured Letters of Credit and Secured Cash Management Obligations to the Final Maturity Dateextent not currently due) and (b) the latest final maturity of the Advances then in effect, such amount shall be received and held in trust for the benefit of the Secured Parties Agents and the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties applicable Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or Agreement and the other amounts payable under this Article XI thereafter arisingLoan Documents. If (i) any Guarantor shall make payment to the Secured Parties any Agent or any Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash (other than (i) contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Secured Hedge Agreements, Secured Letters of Credit and Secured Cash Management Obligations to the extent not currently due) and (iii) the Final Maturity Date latest final maturity of the Advances then in effect shall have occurred, the Secured Parties Agents and the Lenders will, at such any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No Guarantor If the Secured Obligations are partially paid out of any proceeds received in respect of or on account of any Subordinated Liabilities, the Creditor will exercise any rights that it may now or hereafter acquire against any Loan Party not be subrogated to the Secured Obligations so paid (or any other guarantor that arise from Collateral Instrument) until the existence, payment, performance or enforcement Secured Obligations have been irrevocably paid in full. 160 4 CONTINUING OBLIGATIONS ---------------------- 4.1 Continuing obligations ---------------------- The obligations of such Guarantor’s the Subordinated Creditor hereunder shall be continuing obligations under and shall be and remain fully effective until this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate Deed is formally released following the discharge in any claim or remedy full of the Secured Parties against Obligations notwithstanding any Loan Party intermediate reduction or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit settlement of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part thereof and notwithstanding any increase in or variation of the Guaranteed ObligationsSecured Obligations or any amendment, (ii) all variation, extension, restatement, refinancing or replacement of the Guaranteed Facility Agreement any Interest Rate Hedging Arrangements or Security Document. 4.2 Statements of account --------------------- Any statement of account of the Parent, signed as correct by an officer of the Agent, showing the amount of the Secured Obligations shall be prima facie evidence of the amount of the Secured obligations. 4.3 Continuing security and other matters ------------------------------------- This Deed shall: (a) secure the ultimate balance from time to time of the Secured Obligations and all other amounts payable under this Article XI shall be paid a continuing security, notwithstanding any settlement of account or other matter whatsoever; (b) be in full addition to any present or future Collateral Instrument, right or remedy held by or available to the Beneficiaries or any of them; and (c) not be in cash and (iii) any way prejudiced or affected by the Final Maturity Date shall have occurredexistence of any Collateral Instrument or other right or remedy or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Secured Parties willBeneficiaries or any of them dealing with, at such Guarantor’s request and expenseexchanging, execute and deliver varying or failing to such Guarantor appropriate documents, without recourse and without representation perfect or warranty, necessary to evidence enforce any of the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such same or giving time for payment by such Guarantoror indulgence or compounding with any other person liable.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIXIX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIX shall have been paid in full in cash and the New Senior Credit Agreement Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIX and the New Senior Credit Agreement Final Maturity Date, Date such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIX thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIX shall be paid in full in cash and (iii) the New Senior Credit Agreement Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No The Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations 's Obligations under this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the any Secured Parties Party against any Loan Party Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash cash, all Bank Hedge Agreements shall have expired or terminated and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and the Final Maturity Datelater of (i) the Termination Date and (ii) the expiration or termination of all Bank Hedge Agreements, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Agent or any other Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Termination Date shall have occurredoccurred and all Bank Hedge Agreements shall have expired or terminated, the Agent and the other Secured Parties will, at such the Guarantor’s 's request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such the Guarantor.

Subrogation. No The Guarantor will may not exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Party against any Loan Transaction Party or any other guarantor or any CollateralPledged Property, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationsinchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall have indefeasibly been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Party and shall forthwith be paid to the Secured Parties Party to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Document, or to be held as Collateral Pledged Property for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Party of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall indefeasibly be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Party will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such the Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIARTICLE XII, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been paid Paid in full in cash Full and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash date on which all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been Paid in Full and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE XII, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE XII thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE XII shall be paid Paid in full in cash Full and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Collateral Agent against any Loan Transaction Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationsinchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty shall have indefeasibly been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Collateral Agent and shall forthwith be paid to the Secured Parties Collateral Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Document, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Collateral Agent of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty shall indefeasibly be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Collateral Agent will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common lawLaw, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agent and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against the Secured Parties against any Loan Party or any other guarantor or any CollateralCompany, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash cash, the Letter of Credit issued for the account of the Company shall have expired or been terminated and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later latest of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty, (b) the Stated Expiration Date, and (c) the Final Maturity Datelatest date of expiration or termination of the Letter of Credit issued for the account of the Company, such amount shall be received and held in trust for the benefit of the Secured Parties Beneficiaries, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Credit Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties any Beneficiary of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and cash, (iii) the Final Maturity Stated Expiration Date shall have occurredoccurred and (iv) the Letter of Credit shall have expired or been terminated, the Secured Parties Beneficiaries will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No Guarantor None of the Guarantors will exercise any rights that it they may now or hereafter acquire against any Loan Party Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Guarantors’ obligations under this Article XISection 18, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party or any other guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorParty, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 18 and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 18, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 18 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Section 18 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agent and the Lenders will, at such Guarantor’s the Guarantors’ request and expense, execute and deliver to such Guarantor the Guarantors appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such any Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of Until the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) shall be satisfied in full and all other amounts payable the Commitments shall be terminated, the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Article XI shall Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have been paid or acquire (in full any way whatsoever) which could entitle it at any time to share or participate in cash and any right, remedy or security of any Guaranteed Party as against the Final Maturity Date shall have occurredDesignated Borrowers or any other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence foregoing rights at any time prior to the later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe Loan Documents. If (i) any Guarantor shall make Upon the indefeasible payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and the termination of all other amounts payable under this Article XI Commitments, the Guarantor shall be paid in full in cash and subrogated to the rights of the Guaranteed Parties against the Designated Borrowers to the extent otherwise permitted by law; provided that such subrogation shall not (iiii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without constitute a representation or warranty, necessary express or implied, by any Guaranteed Party as to evidence the transfer by subrogation enforceability or collectibility of any obligations of the Designated Borrowers under the Loan Documents or as to such the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document; (ii) grant to the Guarantor any right of an interest recourse against any Guaranteed Party in respect thereof; (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with the Guarantor in the protection, preservation or enforcement of any rights the Guarantor may have against any Designated Borrower or any other Loan Party; (iv) impair any Guaranteed Obligations resulting Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against any Designated Borrower or otherwise impair or affect any of the waivers or consents contained herein; or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against any Designated Borrower; provided, further, that the Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such payment by such Guarantorright of subrogation.

Subrogation. No Notwithstanding anything to the contrary contained herein, (a) Guarantor will exercise shall not have any right of subrogation in or under any of the Loan Documents, the Mezzanine A Loan Documents or the Mortgage Loan Documents or to participate in any way therein, or in any right, title or interest in and to any security or right of recourse for the Guaranteed Recourse Obligations of Borrower, until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid, and (b) if Guarantor is or becomes an “insider” (as defined in Section 101 of the Bankruptcy Code) with respect to Borrower, Mezzanine A Borrower or Mortgage Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights that it may now or hereafter acquire against any Loan Party of contribution, indemnification, reimbursement or any other guarantor that arise from similar rights against Borrower with respect to this Guaranty, against Mezzanine A Borrower with respect to any of the existence, payment, performance or enforcement Mezzanine A Loan Documents and against Mortgage Borrower with respect to any of such Guarantor’s obligations under this Article XI, including, without limitation, the Mortgage Loan Documents (including any right of subrogation, reimbursementexcept to the extent of collateral held by Lender), exoneration, contribution whether such rights arise under an express or indemnification and any right implied contract or by operation of law. It is the intention of the parties that Guarantor shall not be deemed to participate be a “creditor” (as defined in Section 101 of the Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any claim or remedy proceeding under the Bankruptcy Code. It is the intention of the Secured Parties against any Loan Party parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the Bankruptcy Code) of Mezzanine A Borrower or Mortgage Borrower by reason of the existence of this Guaranty, or any other guarantor guaranty executed by Guarantor in connection with the Mezzanine A Loan Documents or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Mortgage Loan Party or any other guarantor, directly or indirectlyDocuments, in cash the event that Mezzanine A Borrower, Mortgage Borrower or other property or by set-off or Guarantor becomes a debtor in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of proceeding under the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and Bankruptcy Code. These waivers are given to induce Lender to make the Final Maturity Date shall have occurred. If any amount shall be paid Loan as evidenced by the Note to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such GuarantorBorrower.

Subrogation. No Each Guarantor will hereby agrees not to exercise any rights that it may now or hereafter acquire against any of the other Loan Party Parties or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations of such Guarantor’s obligations Guarantor under this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any other Secured Parties Party against any such other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash cash, all of the Bank Hedge Agreements shall have expired or been terminated and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later latest of (i) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty, (ii) the expiration or termination of the Bank Hedge Agreements and (iii) the Final Maturity Termination Date, such amount shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Administrative Agent or any other Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and cash, (iii) all of the Final Maturity Bank Hedge Agreements shall have expired or been terminated, and (iv) the Termination Date shall have occurred, the Administrative Agent and the other Secured Parties will, at such the Parent Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or and warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor."

Subrogation. No Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s its respective obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lender against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, law including, without limitation, the right to take or receive from any Loan other Credit Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and the Final Maturity Date all commitments to lend hereunder shall have occurredterminated. If Guarantor agrees that any amount shall be paid to payment of any Indebtedness of Borrower now or hereafter held by such Guarantor is hereby subordinated in violation right of the immediately preceding sentence at any time prior payment to the later of the irrevocable and indefeasible payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under unless otherwise agreed to in writing by Lender or provided for in this Article XI and agreement. If any amount shall be paid to a Guarantor in violation of the Final Maturity Dateimmediately preceding sentences, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid to the Secured Parties Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any a Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be indefeasibly paid in full in cash and (iii) the Final Maturity Date Lender’s commitment to lend hereunder shall have occurredbeen terminated, the Secured Parties Lender will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.Gxxxxxxxx

Subrogation. No The Guarantor will not exercise any rights right that it may now or hereafter acquire against any Loan Party or any other guarantor the Counterparty that arise arises from the existence, payment, performance or enforcement of such the Guarantor’s payment and performance obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Beneficiary against any Loan Party the Counterparty or any other guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Counterparty, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) obligations of the Counterparty under the Agreement and all other amounts payable due under this Article XI Guaranty shall have been paid in full in cash (and the Final Maturity Date shall have occurrednot subject to disgorgement in bankruptcy or otherwise). If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable due under this Article XI and Guaranty, the Final Maturity Date, Guarantor shall hold such amount shall be held in trust as agent for the benefit of the Secured Parties and Beneficiary, which amount shall forthwith be paid to the Secured Parties Beneficiary to be credited and applied to the Guaranteed Obligations and all other amounts payable due under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this the Agreement, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable due under this Article XI Guaranty thereafter arising. If (ia) any the Guarantor shall make payment to the Secured Parties Beneficiary or perform or cause to be performed all of all or any part of the Guaranteed Obligations, Obligations and (iib) all of the Guaranteed Obligations and Obligations, all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Date shall all acts required to be performed have occurredbeen satisfactorily completed, the Secured Parties Beneficiary will, at such the Guarantor’s request and expense, expense execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warrantywarranty by the Beneficiary, necessary assigning, but only to evidence the transfer by subrogation extent of the amounts so paid or acts so performed, all of the Beneficiary’s rights and remedies under the Agreement, to seek and receive payment under the Agreement. In the event the Guarantor pays part or all of the Counterparty’s payment obligations or satisfies part or all of the Counterparty’s performance obligations, the Guarantor shall be entitled to the Counterparty’s rights and benefits under the Agreement and shall be subrogated to the Counterparty’s rights with respect to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment Counterparty’s obligations so paid or performed by such the Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor Guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, including without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Investors or the Agent against any Loan Transaction Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, including without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid indefeasible payment in full in cash and of all Guaranteed Obligations (together with any matured indemnification obligations as of the Final Maturity Date shall have occurreddate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Investors and shall forthwith be paid ratably to the Secured Parties Investors to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Investors of all or any part of the Guaranteed Obligations, and (iib) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid Investors receive the indefeasible payment in full in cash and of all Guaranteed Obligations (iii) together with any matured indemnification obligations as of the Final Maturity Date shall have occurreddate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations), the Secured Parties Agent and the Investors will, at such Guarantor’s 's request and expense, promptly execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all (other amounts payable under this Article XI shall be paid in full in cash than Contingent Indemnity Obligations) and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will shall exercise any rights that it may now have or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI10, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lender against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan other Credit Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI 10 shall have been indefeasibly paid in full in cash and the Final Maturity Date Commitment has terminated; provided, that no Guarantor shall have occurredany rights hereunder against any Credit Party or any of its Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the Capital Securities of such Credit Party or Subsidiary pursuant to a Collateral Document. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid to the Secured Parties Lender to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI10, whether matured or unmatured, in accordance with the terms of this Credit Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI 10 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI 10 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.and

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XI, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Until the Guaranteed Obligations shall have been paid in ----------- full, Guarantor will shall withhold exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, (a) any right of subrogation, reimbursement(b) any right of contribution Guarantor may have against any other guarantor of the Guaranteed Obligations, exoneration(c) any right to enforce any remedy which Polyphase now has or may hereafter have against the Company or (d) any benefit of, contribution or indemnification and any right to participate in any claim security now or remedy hereafter held by Polyphase. Guarantor further agrees that, to the extent the withholding of the Secured Parties exercise of its rights of subrogation and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantor may have against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectlyshall be junior and subordinate to any rights Polyphase may have against the Company, in cash or other property or by set-off or to all right, title and interest Polyphase may have in any such collateral or security, and to any right Polyphase may have against such other mannerguarantor. Polyphase may use, payment sell or dispose of any item of collateral or security solely on account as it sees fit without regard to any subrogation rights Guarantor may have, and upon any such disposition or sale any rights of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI subrogation Guarantor may have shall have been paid in full in cash and the Final Maturity Date shall have occurredterminate. If any amount shall be paid to any Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to the later of the payment in full in cash of the when all Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Parties Polyphase and shall forthwith be paid over to the Secured Parties Polyphase to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, the Master Loan Agreement or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all Note or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorapplicable security agreement.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Buyer against any Loan Transaction Party or any other guarantor or any CollateralCollateral (as defined in the Security Agreement), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until the indefeasible payment in full in cash of all obligations under the Note (together with any matured indemnification obligations as of the Guaranteed Obligations (other than Contingent Indemnity Obligationsdate of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredGuaranty (excluding any inchoate or unmatured contingent indemnification obligations). If any amount shall be paid to any a Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Buyer and shall forthwith be paid to the Secured Parties Buyer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Note Transaction Document, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (ia) any Guarantor shall make payment to the Secured Parties Buyer of all or any part of the Guaranteed Obligations, and (iib) the Buyer receives the indefeasible payment in full in cash of all obligations under the Note (together with any matured indemnification obligations as of the Guaranteed Obligations date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Article XI shall be paid in full in cash and Guaranty (iii) the Final Maturity Date shall have occurredexcluding any inchoate or unmatured contingent indemnification obligations), the Secured Parties Buyer will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will Party hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan other Borrower Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such GuarantorGuarantor Party’s obligations Guaranteed Obligations under this Article XIor in respect of any Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the any Secured Parties Party against any Loan other Borrower Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan other Borrower Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the such Guarantor Party’s Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI 7 shall have been paid in full in cash cash, it being understood that payments in respect of inter-company advances exclusively among the Borrower Parties in the ordinary course of business are not prohibited under this Section 7.05 unless an Event of Default has occurred and the Final Maturity Date shall have occurredis continuing and, if applicable, a “Notice of Exclusive Control” (as defined in any applicable Deposit Account Control Agreement) has been given. If any amount shall be paid to any Guarantor Party in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI7, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor Party and shall forthwith be paid or delivered to the Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to such Guarantor Party’s Guaranteed Obligations and all other amounts payable by it under this Article 7, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any of such Guarantor Party’s Guaranteed Obligations or other amounts payable by it under this Article XI 7 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI 7 shall be have been paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties will, at such Guarantorany Guarantor Party’s request and expense, execute and deliver to such Guarantor Party appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Party of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor Party pursuant to this Article 7.

Subrogation. No The Additional Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such the Additional Guarantor’s 's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Total Commitment shall have occurredbeen terminated. If any amount shall be paid to any the Additional Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datetermination of the Total Commitment, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders, to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Guaranty and the Financing Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Additional Guarantor shall make payment to the Secured Parties Agents and the Lenders, of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Date termination of the Total Commitment shall have occurred, the Secured Parties Agents and the Lenders will, at such the Additional Guarantor’s 's request and expense, execute and deliver to such the Additional Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Additional Guarantor of an interest in the Guaranteed Obligations resulting from such the payment by such the Additional Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise Notwithstanding the satisfaction by Guarantors of any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existenceliability hereunder, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, Guarantors shall not have any right of subrogation, reimbursementcontribution, exonerationreimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Borrower or to any collateral for the Loan, contribution or to participate in any way in the indebtedness of Borrower to Lender, or in any right, title or interest in and to any security or right of recourse for the indebtedness of Borrower to Lender, until all indebtedness of Borrower to Lender, has been fully paid and all of the Obligations have been satisfied in full (other than contingent indemnification obligations for which no claims have been made). In connection with the foregoing, Guarantors expressly waive in favor of Administrative Agent, for the benefit of itself and the Lenders, any and all rights of subrogation to Administrative Agent or any Lender against Borrower, and Guarantors hereby waive any rights to enforce any remedy which Administrative Agent or any Lender may have against Borrower and any right to participate in any claim collateral for the Loan. If either Guarantor is or remedy becomes an “insider” (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) with respect to Borrower, then Guarantors hereby irrevocably and absolutely waive any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law. It is the intention of the Secured Parties against any Loan Party parties that Guarantors shall not be deemed to be a “creditor” (as defined in Section 101 of the United States Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or Guarantors becomes a debtor in any other manner, payment or security solely on account proceeding under the United States Bankruptcy Code. This waiver is given to induce each Lender to make the Loan to Borrower as evidenced by the Notes. Nothing contained herein shall preclude the exercise by Guarantors of any such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence rights at any time prior to the later of after the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorindebtedness.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIARTICLE X, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE X shall have been paid in full in cash and the Final Maturity Date Total Commitment shall have occurredbeen terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE X and the Final Maturity Datetermination of the Total Commitment, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE X, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE X thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE X shall be paid in full in cash and (iii) the Final Maturity Date termination of the Total Commitment shall have occurred, the Secured Parties Agents and the Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIArticle, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIArticle, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall all Commitments have occurredbeen terminated, the Secured Parties Agents and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No (a) Each Guarantor covenants to the fullest extent permitted by applicable law that it will not exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement have acquired by way of such Guarantor’s obligations subrogation under this Article XIGuarantee, includingby any payment made hereunder or otherwise, without limitation, or accept any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claimsubrogation rights, remedy or rightany rights of reimbursement, contribution or indemnity pursuant to the Notes or this Guarantee, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been indefeasibly paid in full in cash and cash. (b) So long as any of the Final Maturity Date shall have occurred. If Guaranteed Obligations remain outstanding, if any amount shall be paid by or on behalf of the Company to any Guarantor in violation on account of any of the immediately preceding sentence at any time prior to the later of the payment rights waived in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateSection 4(a), such amount shall be held by such Guarantor in trust for the benefit of the Secured Parties Holders and shall shall, forthwith upon receipt by such Guarantor, be paid turned over to the Secured Parties Holders, in the form received (together with any necessary endorsements) to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with as may be directed by the terms Majority Holders. (c) Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any Holder that is greater than the net value of this Agreementthe benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to Section 4(a), be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) entitled to contribution from any Guarantor shall make payment to the Secured Parties of all or any part that has not paid its Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 4(c) shall be determined as of the date on which the related payment is made by such Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, (iithe provisions of this Section 4(c) all shall in no respect limit the obligations and liabilities of any Guarantor to the Holders hereunder or under the Notes or the Note Agreement, and each Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such GuarantorObligations.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations Guaranteed Obligations under this Article XIor in respect any Guaranteed Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the any Secured Parties Party against any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredTermination Date. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later latest of (a) the payment Termination Date, (b) the Latest Maturity Date and (c) the latest date of expiration or termination of all Letters of Credit or other provision therefor in full in cash of a manner reasonably satisfactory to the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateL/C Issuer, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the such Guarantor’s Guaranteed Obligations and all other amounts payable by it under this Article XI10, whether matured or unmatured, in accordance with the terms of this Agreementthe Guaranteed Documents, or to be held as Collateral for any of such Guarantor’s Guaranteed Obligations or other amounts payable by it under this Article XI 10 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI 10 shall be have been paid in full in cash cash, (ii) the Latest Maturity Date shall have occurred and (iii) the Final Maturity Date all Letters of Credit shall have occurredexpired or been terminated or other provision therefor in full shall have been made in a manner reasonably satisfactory to the L/C Issuer, the Secured Parties Lenders will, at such any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Article 10.

Subrogation. No Guarantor The Company will not exercise any rights that it may now or hereafter acquire against any Loan Party other Borrower, any Designated Subsidiary or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Designated Subsidiary Obligations under this Article XIAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party Agent or any other Lender against another Borrower or any other insider guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party another Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Designated Subsidiary Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the later latest of (a) the payment in full in cash or immediately available funds of the Guaranteed Designated Subsidiary Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI guaranty and (b) the Final Maturity DateTermination, such amount shall be held in trust for the benefit of the Secured Parties Agent and the other Lenders and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Designated Subsidiary Obligations and all other amounts payable under this Article XIguaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral collateral for any Guaranteed Designated Subsidiary Obligations or other amounts payable under this Article XI guaranty thereafter arising. If (i) any Guarantor the Company shall make payment to the Secured Parties Agent or any other Lender of all or any part of the Guaranteed Designated Subsidiary Obligations, (ii) all of the Guaranteed Designated Subsidiary Obligations and all other amounts payable under this Article XI guaranty shall be paid in full in cash and (iii) the Final Maturity final Termination Date shall have occurred, the Secured Parties Agent and the other Lenders will, at such Guarantor’s the Company's request and expense, execute and deliver to such Guarantor the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Company of an interest in the Guaranteed Designated Subsidiary Obligations resulting from such payment by the Company. The Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this section is knowingly made in contemplation on such Guarantorbenefits.

Subrogation. No Each Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations Obligations under or in respect of this Article XIGuaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Bank against the Secured Parties against any Loan Party Borrower or any other guarantor or any Collateralinsider guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (b) the Final Maturity Date, such amount shall be received and held in trust for the benefit of the Secured Parties Banks, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations the Loan Documents or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties any Bank of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Banks will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorGuarantor pursuant to this Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIARTICLE XII, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been paid Paid in full in cash Full and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash date on which all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been Paid in Full and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE XII, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE XII thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE XII shall be paid Paid in full in cash Full and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIArticle, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents and the Lenders and shall forthwith be paid to the Secured Parties Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIArticle, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall all Commitments have occurredbeen terminated, the Secured Parties Agents and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each Guarantor will not exercise any rights that it may now or hereafter acquire against the Maker or any Loan Party Guarantor or any other guarantor that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Article XIExhibit, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties holders against the Maker or any Loan Party Guarantor or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Maker or any Loan Party Guarantor or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Parties and holders shall forthwith be paid to the Secured Parties holders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIExhibit, whether matured or unmatured, in accordance with the terms of this AgreementNote, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Exhibit thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties holders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Exhibit shall be paid in full in cash and (iii) all commitments under the Final Maturity Date shall Subordinated Note Documents have occurredbeen terminated, the Secured Parties holders will, at such any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Subsidiary Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under this Article XIX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Agent Parties and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off set‑off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI X shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI X and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Agent Parties and the Lenders and shall forthwith be paid to the Secured Agent Parties and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI X thereafter arising. If (i) any Subsidiary Guarantor shall make payment to the Secured Agent Parties and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI X shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Agent Parties and the Lenders will, at such Subsidiary Guarantor’s request and expense, execute and deliver to such Subsidiary Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Subsidiary Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Subsidiary Guarantor.

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor Borrower that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender, any L/C Issuer or the Secured Parties Administrative Agent against any Loan other Credit Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan other Credit Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until (a) the Guarantor shall have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out-of-pocket expenses incurred by any of the Guaranteed Obligations Parties (other than Contingent Indemnity Obligationsincluding the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty and (b) the Commitments of the Lenders under the Credit Agreement shall have expired or been terminated, no Letters of Credit shall be outstanding and all other amounts Obligations payable by the Borrowers under this Article XI the Loan Documents shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later date all Commitments of the payment Lenders under the Credit Agreement shall have terminated, no Letters of Credit shall be outstanding and all Obligations payable by the Borrowers under the Loan Documents shall have been paid in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datecash, such amount shall be received and held in trust for the benefit of the Secured Parties Lenders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be have paid in full in cash all Guaranteed Obligations payable to the Guaranteed Parties under this Guaranty (and all reasonable out-of-pocket expenses incurred by any of the Guaranteed Parties (including the reasonable fees, charges and disbursements of any counsel for the Guaranteed Parties)), in connection with the enforcement or protection of its rights under this Guaranty and (iiiii) the Final Maturity Date Commitments of the Lenders under the Credit Agreement shall have occurredexpired or been terminated, no Letters of Credit shall be outstanding and all Obligations payable by the Borrowers under the Loan Documents shall have been paid in full in cash, the Secured Guaranteed Parties will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations obligations resulting from such payment made by such Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against the Secured Parties against any Loan Party or any other guarantor or any CollateralBorrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty, and (b) the Final Maturity Datetermination of all Commitments in accordance with the Loan Agreement, such amount shall be received and held in trust for the benefit of the Secured Parties Beneficiaries, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties any Beneficiary of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash cash, and (iii) the Final Maturity Date termination of all Commitments in accordance with the Loan Agreement shall have occurred, the Secured Parties Beneficiaries will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of Until the Guaranteed Obligations (other than Contingent Indemnity Obligationscontingent indemnification obligations) shall be satisfied in full and all other amounts payable the Commitments shall be terminated, the Guarantor shall not have, and the Guarantor shall not directly or indirectly exercise, (a) any rights that it may acquire by way of subrogation under this Article XI shall Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, or (c) any other right which it might otherwise have been paid or acquire (in full any way whatsoever) which could entitle it at any time to share or participate in cash and any right, remedy or security of any Guaranteed Party as against the Final Maturity Date shall have occurredBorrower or any other Loan Party, whether in connection with this Guaranty, any of the other Loan Documents or otherwise. If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence foregoing rights at any time prior to the later of the payment in full in cash of when all the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Dateshall not have been paid in full, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe Loan Documents. If (i) any Guarantor shall make Upon the payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all in full of the Guaranteed Obligations and the termination of all other amounts payable under this Article XI Commitments, the Guarantor shall be paid in full in cash and subrogated to the rights of the Guaranteed Parties against the Borrower to the extent otherwise permitted by law; provided, however, that such subrogation shall not (iiii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without constitute a representation or warranty, necessary express or implied, by any Guaranteed Party as to evidence the transfer by subrogation enforceability or collectibility of any obligations of the Borrower under the Loan Documents or as to such the perfection, priority or enforceability of any lien or security interest contained in or relating to any Loan Document, (ii) grant to the Guarantor any right of an interest recourse against any Guaranteed Party in respect thereof, (iii) give rise to any duty on the part of any Guaranteed Party to cooperate with the Guarantor in the protection, preservation or enforcement of any rights the Guarantor may have against the Borrower or any other Loan Party, (iv) impair any Guaranteed Obligations resulting Party’s unfettered discretion to settle or otherwise compromise any claims such Guaranteed Party may have against the Borrower or otherwise impair or affect any of the waivers or consents contained herein, or (v) restrict any Guaranteed Party from enforcing or forbearing from enforcing any of its rights or remedies against the Borrower; provided further, that the Guarantor shall, upon demand, indemnify each Guaranteed Party against any and all costs and expenses arising directly or indirectly in connection with such payment by such Guarantorright of subrogation.

Subrogation. No Guarantor will exercise (a) With respect to the value of any rights payments or distributions in cash, property or other assets that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party Debt Claimholders or the Collateral Trustee or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior Secured Debt Representative pays over to the later of Revolving Credit Agent or the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable Revolving Credit Claimholders under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, the Secured Debt Claimholders, the Collateral Trustee and any Secured Debt Representative shall be subrogated to the rights of the Revolving Credit Agent and the Revolving Credit Claimholders; provided, however, that, the Collateral Trustee, any Secured Debt Representative and the Secured Debt Claimholders, hereby each agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Revolving Credit Obligations has occurred. The Company acknowledges and agrees that, to be held as Collateral for the extent permitted by applicable law, the value of any Guaranteed Obligations payments or distributions in cash, property or other amounts payable under this Article XI thereafter arising. If (i) assets received by the Collateral Trustee, any Guarantor shall make payment Secured Debt Representative or any Secured Debt Claimholder that are paid over to the Revolving Credit Agent or the Revolving Credit Claimholders pursuant to this Agreement shall not reduce any of the Secured Parties Debt Obligations. (b) With respect to the value of all any payments or distributions in cash, property or other assets that any of the Revolving Credit Claimholders or the Revolving Credit Agent pays over to the Collateral Trustee or any part Secured Debt Representative or the Secured Debt Claimholders under the terms of this Agreement, the Revolving Credit Claimholders and the Revolving Credit Agent shall be subrogated to the rights of the Guaranteed ObligationsCollateral Trustee, (ii) any Secured Debt Representative and the Secured Debt Claimholders; provided, however, that the Revolving Credit Agent, on behalf of itself and the Revolving Credit Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Secured Debt Obligations has occurred. The Company acknowledges and agrees that, to the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by the Revolving Credit Agent or the Revolving Credit Claimholders that are paid over to the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder pursuant to this Agreement shall not reduce any of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such GuarantorRevolving Credit Obligations.

Subrogation. No Guarantor will (i) Each Indemnitor hereby agrees that, until the full indefeasable payment of the Loan, it shall not exercise any right or remedy arising by reason of any performance by it of its indemnity hereof, whether by subrogation, contribution, indemnity, or otherwise, against any person or entity obligated to pay or perform any of the Indemnified Losses, or against any security for any of the Indemnified Losses. (ii) Each Indemnitor except Borrower (each, a “Non Borrower Indemnitor”) hereby agrees that, until the full indefeasable payment of the Loan, it irrevocably waives any claim or other rights that which it may now or hereafter acquire against any Loan Party or any other guarantor Borrower that arise from the existence, payment, performance or enforcement of the obligations of such Guarantor’s obligations Non Borrower Indemnitor under this Article XIAgreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of the Secured Parties Lender against any Loan Party Borrower or any other guarantor Collateral which Lender now has or any Collateralhereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including, including without limitation, the right to take or receive from any Loan Party or any other guarantorBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy claim or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurredrights. If any amount shall be paid to any Guarantor Non Borrower Indemnitor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateAgreement shall not have terminated, such amount shall be deemed to have been paid to such Non Borrower Indemnitor for the benefit of, and held in trust for the benefit of the Secured Parties of, Lender, and shall forthwith be paid to the Secured Parties Lender to be credited and applied to upon the Guaranteed Obligations and all other amounts payable under this Article XIIndemnified Losses, whether matured or unmatured. The Non Borrower Indemnitors acknowledge that they will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents, and that the waiver set forth in accordance with the terms this Section 22 is knowingly made in contemplation of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorbenefits.

Subrogation. No Guarantor The Company will not exercise any rights ----------- that it may now or hereafter acquire against any Loan Party Sprint Capital or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s the Company's obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Administrative Agent or any Lender against any Loan Party Sprint Capital or any other insider guarantor or any Collateralcollateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party Sprint Capital or any other insider guarantor, directly or indirectly, in cash or other property or by set-set- off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Revolver Termination Date shall have occurred. If any amount shall be paid to any Guarantor the Company in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and the Final Maturity Revolver Termination Date, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders and shall forthwith be paid to the Secured Parties Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this AgreementGuaranty, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor the Company shall make payment to the Secured Parties Administrative Agent or any Lender of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Revolver Termination Date shall have occurred, the Secured Parties Administrative Agent and the Lenders will, at such Guarantor’s the Company's request and expense, execute and deliver to such Guarantor the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor the Company of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorthe Company.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article ‎Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ‎Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ‎Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ‎Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ‎Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ‎Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Each of Holdings and each Subsidiary Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of Holdings or such Subsidiary Guarantor’s obligations ’s, as applicable, Obligations under or in respect of this Article XIGuaranty or any other Loan Document, includingSecured Interest Rate/Currency Agreement, without limitationSecured Commodity Hedge Agreement or Secured Cash Management Agreement, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Secured Parties against Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash Cash or other property Property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and the Loan Documents shall have been paid in full in cash Cash, all LC Facility Letters of Credit shall have expired, been terminated or been Cash collateralized and the Final Maturity Date Commitments shall have occurredexpired or been terminated. If any amount shall be paid to Holdings or any Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later latest of (a) the payment in full in cash Cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and the Final Maturity DateLoan Documents and (b) the latest date of expiration, termination or Cash collateralization of all LC Facility Letters of Credit, such amount shall be received and held in trust for the benefit of the Secured Parties Parties, shall be segregated from other Property and funds of Holdings or such Subsidiary Guarantor, as applicable, and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any of Holdings or any Subsidiary Guarantor shall make payment to the any Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty and the Loan Documents shall be have been paid in full in cash Cash, and (iii) the Final Maturity Date all LC Facility Letters of Credit shall have occurredexpired, been terminated or been Cash collateralized, the Secured Parties will, at Holdings or such Subsidiary Guarantor’s ’s, as applicable, request and expense, execute and deliver to Holdings or such Guarantor Subsidiary Guarantor, as applicable, appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to Holdings or such Guarantor Subsidiary Guarantor, as applicable, of an interest in the Guaranteed Obligations resulting from such payment made by Holdings or such Subsidiary Guarantor, as applicable, pursuant to this Guaranty.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIARTICLE IX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE IX shall have been paid in full in cash and as to Term Loan A-1, the Final Term Loan A-1 Maturity Date shall have occurred and as to Term Loan A and Term Loan B, the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE IX and as to Term Loan A-1, the Final Term Loan A-1 Maturity Date and as to Term Loan A and Term Loan B, the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE IX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE IX thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE IX shall be paid in full in cash and (iii) as to Term Loan A-1, the Final Term Loan A-1 Maturity Date shall have occurred and as to Term Loan A and Term Loan B, the Final Maturity Date shall have occurred, the Secured Parties Agent and the Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will shall exercise any rights that it may now have or hereafter acquire against any Loan other Credit Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIXIV, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and Lenders against any Loan other Credit Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party other Credit party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI XIV shall have been indefeasibly paid in full in cash and the Final Maturity Date all Commitments to lend hereunder shall have occurredterminated; provided, however, no Guarantor shall have any rights hereunder against a Credit Party or any of its Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the equity securities of such Credit Party pursuant to a Pledge Agreement. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Datesentence, such amount shall be held in trust for the benefit of the Secured Parties Agent and Lenders and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIXIV, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI XIV thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI XIV shall be paid in full in cash and (iii) the Final Maturity Date all Commitments to lend hereunder shall have occurredbeen terminated, the Secured Parties Agent and Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor or appropriate documents, without recourse and without representation or warranty, reasonably necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Subsidiary Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s 's obligations under this Article XIARTICLE IX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Collateral Agent and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE IX shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE IX and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Collateral Agent and the Lenders and shall forthwith be paid to the Secured Parties Collateral Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE IX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE IX thereafter arising. If (i) any Subsidiary Guarantor shall make payment to the Secured Parties Collateral Agent and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE IX shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Collateral Agent and the Lenders will, at such Subsidiary Guarantor’s 's request and expense, execute and deliver to such Subsidiary Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Subsidiary Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Subsidiary Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Subrogation. No Each Subsidiary Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party the Borrower or any other guarantor Loan Party that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under or in respect of this Article XIGuaranty or any other Secured Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Secured Parties against Borrower, any other Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party the Borrower or any other guarantorLoan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), the expiration without any pending drawing or termination of all Letters of Credit (other than in cash and the Final Maturity Date case of Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have occurredbeen made) and termination of the Aggregate Commitments. If any amount shall be paid to any Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the later of (a) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) payable under this Article XI Guaranty and (b) the Final Maturity Datelatest date of expiration without any pending drawing or termination of all Letters of Credit (other than in the case of Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), such amount shall be held in trust for the benefit segregated from other property and funds of the Secured Parties such Subsidiary Guarantor and shall forthwith be paid or delivered to the Secured Parties Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Secured Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Subsidiary Guarantor shall make payment to the any Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) the Aggregate Commitments shall have been terminated and all of the Guaranteed Obligations and all other amounts (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) payable under this Article XI Guaranty shall be have been paid in full in cash and (iii) all Letters of Credit (other than in the Final Maturity Date case of Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have occurredbeen made) shall have expired without any pending drawing or been terminated, the Secured Parties will, at such Subsidiary Guarantor’s request and expense, execute and deliver to such Subsidiary Guarantor appropriate documents, without recourse and without representation or warrantywarranty of any kind (either express or implied), necessary to evidence the transfer by subrogation to such Subsidiary Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such GuarantorSubsidiary Guarantor pursuant to this Guaranty.

Subrogation. No In any case, including NPT’s insolvency, the Guarantor will not exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from by way of subrogation, and hereby waives, to the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitationfullest extent permitted by Applicable Law, any right of subrogation, reimbursement, exoneration, contribution to enforce any remedy that the Beneficiary now has or indemnification and any right to participate may hereafter have against NPT in any claim or remedy respect of the Secured Parties against any Loan Party or any other guarantor or any CollateralGuaranteed Obligations. Notwithstanding the foregoing, whether or not such claimupon full, remedy or right arises in equity or under contract, statute or common law, including, without limitationfinal and indefeasible payment of all Guaranteed Obligations, the right Guarantor shall be subrogated to take the rights of the Beneficiary against NPT and the Beneficiary agrees to take, at the Guarantor’s expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided, that, if a bankruptcy court in a bankruptcy proceeding of NPT issues a stay or receive injunction prohibiting or preventing the 1014917.31-D.C. Server 1A - MSW Guarantor from amending this Guaranty, as contemplated by Section 17.1.2 of the Agreement, based in whole or in part on the effects on the estate of NPT of any Loan Party or any other guarantorincrease in the aggregate liability of the Guarantor under Section 1(a) of this Guaranty after the entry of an order of relief with respect to NPT from the amount of the aggregate liability of the Guarantor under Section 1(a) of this Guaranty in the Owner Guaranty prior to such amendment, directly or indirectlyand/or on the effects on the estate of NPT of the Guarantor’s rights of subrogation resulting from such increase, then, in cash or other property or by set-off or either such case, the Guarantor’s waiver set forth in any other manner, payment or security solely on account of such claim, remedy or right, unless this Section 4 shall be absolute and until all permanent with respect to the portion of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under equal to the amount of such increase; provided, further, that nothing in this Article XI shall have been paid Section 4 or in full in cash and the Final Maturity Date shall have occurred. If any amount Section 8 of this Guaranty shall be paid construed to prevent the Guarantor from opposing or seeking to terminate such stay or injunction or any Guarantor in violation request of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, a third party for such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured a stay or unmaturedinjunction, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorbankruptcy proceeding.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party Borrower or Guarantor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XISection 14, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agent and the Lenders against any Loan Party Borrower or Guarantor or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party Borrower or Guarantor or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 14 shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Section 14 and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agent and the Lenders and shall forthwith be paid to the Secured Parties Agent and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XISection 14, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Section 14 thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agent and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Section 14 shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agent and the Lenders will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise Subject to the Discharge of First-Lien Obligations, with respect to the value of any rights payments or distributions in cash, property or other assets that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from of (x) the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationSecond-Lien Creditors, the right to take Second-Lien Collateral Agent, the Third-Lien Creditors or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by setthe Third-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior Lien Collateral Agent pay over to the later First-Lien Collateral Agent or First-Lien Creditors under the terms of this Agreement or (y) the payment in full in cash of Third-Lien Collateral Agent or the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid Third-Lien Creditors pay over to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable Second-Lien Collateral Agent or Second-Lien Creditors under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, the respective paying Creditors shall be subrogated to the rights of the payee Creditors; provided that, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), hereby agree not to assert or to be held enforce all such rights of subrogation it may acquire as a result of any payment hereunder until (x) in the case of the Second-Lien Collateral for Agent and Second-Lien Creditors, the Discharge of First-Lien Obligations has occurred and (y) in the case of the Third-Lien Collateral Agent and Third-Lien Creditors, the Discharge of First-Lien Obligations and the Discharge of Second-Lien Obligations have each occurred. The Borrower acknowledges and agrees that the value of any Guaranteed Obligations payments or distributions in cash, property or other amounts payable under this Article XI thereafter arising. If assets (ix) received by any Guarantor shall make payment of the Second-Lien Collateral Agent, the Second-Lien Creditors, the Third-Lien Collateral Agent or the Third-Lien Creditors and paid over to the Secured Parties of all First-Lien Collateral Agent or the First-Lien Creditors pursuant to, and applied in accordance with this Agreement, shall not relieve or reduce any part of the Guaranteed Obligations, Obligations owed by the Borrower under the Second-Lien Note Documents or the Third-Lien Credit Documents and (iiy) all received by any of the Guaranteed Third-Lien Collateral Agent or the Third-Lien Creditors and paid over to the Second-Lien Collateral Agent or the Second-Lien Creditors pursuant to, and applied in accordance with this Agreement, shall not relieve or reduce any of the Obligations and all other amounts payable owed by the Borrower under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such GuarantorThird-Lien Credit Documents.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XIX, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI X shall have been paid indefeasibly Paid in full Full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash when any of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all or other amounts payable under this Article XI and the Final Maturity DateX shall not have been indefeasibly Paid in Full in cash, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIX, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI X thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI X shall be paid indefeasibly Paid in full Full in cash cash, and (iii) the Final Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No The Guarantor will hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Loan Party or any other guarantor the Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guaranteed Obligations under or in respect of this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Lender against any Loan Party or any other guarantor or any Collateralthe Borrower, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantorthe Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be received and held in trust for the benefit of the Secured Parties Lender, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Secured Parties Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any the Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be have been paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Lender will, at such the Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantorthe Guarantor pursuant to this Guaranty.

Subrogation. No (a) The Guarantor will exercise any hereby waives all rights that of subrogation which it may now at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code, or hereafter acquire otherwise) to the claims of the Guaranteed Parties against any Loan Party the Borrowers or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationscollectively, the "Other Parties") and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date shall have occurred. If contractual, statutory or common law rights of reimbursement, contribution or indemnity from any amount shall be paid to any Guarantor in violation of the immediately preceding sentence Other Party which it may at any time prior otherwise have as a result of this Guaranty. The Guarantor hereby further waives any right to the later of the payment in full in cash of enforce any other remedy which the Guaranteed Obligations (Parties now have or may hereafter have against any Other Party, any endorser or any other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties guarantor of all or any part of the indebtedness of the Borrowers and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Guaranteed ObligationsParties to secure payment of the indebtedness of the Borrowers. The Guarantor also waives all claims (as such term is defined in the Bankruptcy Code) it may at any time otherwise have against any Other Party arising from any transaction whatsoever, including without limitation its right to assert or enforce any such claims. (b) Notwithstanding the provisions of the preceding clause (a), the Guarantor shall have and be entitled to (i) all rights of subrogation otherwise provided by law in respect of any payment it may make or be obligated to make under this Guaranty and (ii) all claims (as defined in the Bankruptcy Code) it would have against any Other Party in the absence of the preceding clause (a), and to assert and enforce same, in each case on and after, but at no time prior to, the earlier of (I) the date (the "Subrogation Trigger Date") which is one year and five days after the date on which all indebtedness of the Borrowers owing to any of the Guaranteed Obligations and all other amounts payable under this Article XI shall be Parties has been paid in full if and only if (x) no Default or Event of Default of the type described in cash Section 10.05 of the Credit Agreement with respect to the respective Other Party has existed at any time on and after the date of this Guaranty to and including the Subrogation Trigger Date and (iiiy) the Final Maturity existence of the Guarantor's rights under this clause (b) would not make the Guarantor a creditor (as defined in the Bankruptcy Code) of the respective Other Party in any insolvency, bankruptcy, reorganization or similar proceeding commenced on or prior to the Subrogation Trigger Date shall have occurredor (II) the effective date of any amendment to Title 11 of the United States Code or of any decision of the United States Supreme Court that in the reasonable opinion of the Administrative Agent provides, in effect, that the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such status of the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence as an insider creditor of the transfer by subrogation to such Guarantor Borrowers will not cause transfers of an interest of the Borrowers in property (including payments or grants of security interests by the Borrowers) to any Guaranteed Party to be subject to avoidance as a preference for a longer period of time than if the Guaranteed Obligations resulting from such payment of the Borrowers had not been guaranteed or otherwise secured by such Guarantorthe Guarantor or its assets.

Subrogation. No (a) The Guarantor shall be subrogated to all rights of the Lender against the Borrower in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guaranty. Notwithstanding the foregoing, the Guarantor agrees that it will never have, and hereby waives and disclaims, any claim or right against the Borrower by way of subrogation or otherwise in respect of any payment that the Guarantor may be required to make hereunder, to the extent that such claim or right would cause the Guarantor to be a "creditor" of the Borrower for purposes of Title 11 of the United States Code, as now or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, during the period of one year prior to filing of a petition thereunder by or against the Borrower. (b) Notwithstanding the foregoing, the Guarantor shall not exercise any rights that which it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement by way of such Guarantor’s obligations subrogation under this Article XIGuaranty, includingby any payment made hereunder or otherwise, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI shall have been paid in full in cash and the Final Maturity Date Borrower shall have occurredno further obligation under the Credit Agreement to make Revolving Loans (as defined in the Credit Agreement). If any amount shall be paid to any the Guarantor in violation on account of the immediately preceding sentence such subrogation rights at any time prior to when all the later of the payment Obligations shall not have been paid in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateLender's obligation to make Revolving Loans under the Credit Agreement shall not have terminated, such amount shall be held in trust for the benefit of the Secured Parties Lender and shall forthwith be paid to the Secured Parties Lender to be credited and applied to against the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreementthe Credit Agreement or the other Borrower Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arisingthe case may be. If If (i) any the Guarantor shall make payment to the Secured Parties Lender of all or any part of the Guaranteed Obligations, Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Final Maturity Date Lender's obligation to make Revolving Loans under the Credit Agreement shall have occurredterminated, the Secured Parties Lender will, at such the request of Guarantor’s request and expense, execute and deliver to such the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such the Guarantor.

Subrogation. No Guarantor will may exercise any rights that it may now or hereafter acquire against any Loan Transaction Party or any other guarantor Guarantor that arise from the existence, payment, performance or enforcement of such any Guarantor’s obligations under this Article XIGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Party against any Loan Transaction Party or any other guarantor or any CollateralPledged Property, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Transaction Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligationsinchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall have indefeasibly been paid in full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any the Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity DateGuaranty, such amount shall be held in trust for the benefit of the Secured Parties Party and shall forthwith be paid to the Secured Parties Party to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Transaction Document, or to be held as Collateral Pledged Property for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Party of all or any part of the Guaranteed Obligations, and (ii) all of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts payable under this Article XI Guaranty (other than inchoate indemnity obligations) shall indefeasibly be paid in full in cash and (iii) the Final Maturity Date shall have occurredcash, the Secured Parties Party will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Notwithstanding any payment or payments made by the Guarantor hereunder, or any set-off or application by the Trustee or any Holder of any security or of any credits or claims, the Guarantor will not assert or exercise any rights that it may now or hereafter acquire against any Loan Party of the Trustee or any other guarantor that arise from Holder against the existenceIssuer to recover the amount of any payment made by the Guarantor to the Trustee or any Holder hereunder by way of any claim, payment, performance remedy or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution contribution, indemnity, participation or indemnification otherwise arising by contract, by statute, under common law or otherwise, and the Guarantor shall not have any right of recourse to participate in or any claim against assets or remedy property of the Secured Parties against any Loan Party or any Issuer (other guarantor or any Collateralthan pursuant to the Subordinate Deed of Trust), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable obligations of the Issuer under this Article XI shall have been the Financing Documents are paid in full in cash and the Final Maturity Date shall have occurredfull. If any amount shall nevertheless be paid to any the Guarantor in violation of by the immediately preceding sentence at any time Issuer prior to the later of the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI obligations of the Guarantor and the Final Maturity DateIssuer under the Financing Documents, such amount shall be held in trust for the benefit of the Secured Parties Trustee and the Holders and shall forthwith be paid to the Secured Parties Trustee to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIObligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty and any satisfaction and discharge of the Issuer by virtue of any payment, court order or any federal or state law. Notwithstanding anything in this Section 3.7 to the contrary, so long as no Guarantee Default or Guarantor Event of Default has occurred and is continuing, the provisions of this Section 3.7 shall not impair or otherwise affect the Guarantor's right or ability (a) to receive payments pursuant to Sections 2.2 and 2.3 hereof, (b) to accept a deed in lieu of foreclosure pursuant to the Subordinate Deed of Trust in accordance with Sections 2.4 and 2.5 hereof, (c) to initiate foreclosure proceedings and sell the terms Facility pursuant to the Subordinate Deed of this AgreementTrust in accordance with Sections 2.4 and 2.5 hereof, (d) to exercise, and acquire the Facility pursuant to, the Purchase Option in accordance with Section 2.5 hereof, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising. If (ie) any Guarantor shall make payment to the Secured Parties of all or any part upon exercise of the Guaranteed ObligationsPurchase Option, (ii) all to receive credit against the purchase price as provided in Section 2 of the Guaranteed Obligations and all other amounts payable under this Article XI Purchase Option Agreement; provided, however, no such credit shall be paid in full in cash and (iii) any manner diminish the Final Maturity Date shall have occurred, obligations of the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantorhereunder.

Subrogation. No Guarantor will exercise any ----------- rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid Paid in full Full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash date on which all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been Paid in Full in cash and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid Paid in full Full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article ARTICLE XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the L/C Issuer against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been paid Paid in full Full in cash and the Final Maturity Date shall have occurredcash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash date on which all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article ARTICLE XI shall have been Paid in Full in cash and the Final Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the L/C Issuer and shall forthwith be paid to the Secured Parties Agents, the Lenders and the L/C Issuer to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article ARTICLE XI thereafter arising. If (i) any Guarantor shall make payment to the Secured Parties Agents, the Lenders and the L/C Issuer of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article ARTICLE XI shall be paid Paid in full Full in cash and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the L/C Issuer will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without 123 representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any ----------- rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Article XIARTICLE XII, ----------- including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties Agents, the Lenders and the Issuers against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII ----------- shall have been paid Paid in full in cash Full and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash date on which all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI ARTICLE XII shall have been Paid in Full and the Final Maturity Date, ----------- such amount shall be held in trust for the benefit of the Secured Parties Agents, the Lenders and the Issuers and shall forthwith be paid to the Secured Parties Agents, the Lenders and the Issuers to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIARTICLE XII, whether ----------- matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI ARTICLE XII thereafter arising. If (i) any Guarantor ----------- shall make payment to the Secured Parties Agents, the Lenders and the Issuers of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI ARTICLE XII shall be paid Paid in full in cash Full ----------- and (iii) the Final Maturity Date shall have occurred, the Secured Parties Agents, the Lenders and the Issuers will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against the Borrower, any Loan Party other Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations 's Obligations under this Article XIGuaranty (whether contractual, under Section 509 of Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in effect, or any successor thereto, or otherwise) or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party Agent or any other Secured Party against the Borrower, any other Guarantor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any Loan Party other Guarantor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty shall have been paid in full in cash and the Final Maturity Date Commitments shall have occurredexpired or terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of (x) the payment in full in cash of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI Guaranty and (y) the Final Maturity Date, such amount shall be held in trust for the benefit of the Agent and the other Secured Parties and shall forthwith be paid to the Secured Parties Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XIGuaranty, whether matured or unmatured, in accordance with the terms of this Agreementthe Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Agent or any other Secured Parties Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI Guaranty shall be paid in full in cash and (iii) the Final Maturity Date shall have occurred, the Agent and the other Secured Parties will, at such Guarantor’s 's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation KL2:193918.4 or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.