Common use of Deferral of Subrogation, Etc Clause in Contracts

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 and their rights under this Section 2.9 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Closing Document, each the Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Satisfaction Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Seller in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders Purchasers and shall not limit or otherwise effect such any Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders Purchasers and their respective its successors and assigns are intended third third-party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 and their rights under this Section 2.9 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Supplemental Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 and their rights under this Section 2.9 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such any Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Operative Document, each and except as set forth in Section 2.7 hereof, Section 12.7 of the Credit Agreement or other contribution agreements among the Credit Parties not prohibited by any Operative Document, Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty; and, or any other documents to which Guarantor is a party or otherwise; (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 and their rights under this Section 2.9 2.8; and (c) the Agent agrees on behalf of Lenders that if (i) the Guarantor shall survive payment in full pay to the Agent all of the Guaranteed Obligations, and (ii) the Termination Date shall have occurred, the Agent and the Lenders will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer or subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from the payment made by the Guarantor under this Guaranty.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Maturity Date or the "Termination Date" under and as defined payment in that certain Limited Litigation Guaranty full of even date herewith executed and delivered by the Guarantors in favor of Agent and LendersObligations, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor each Guarantor against a principal, to a guarantor each Guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such any Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents relating to the Obligations to which any Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such each Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations. The foregoing waiver shall not be deemed to limit or prohibit the payment of indebtedness or other obligations of Guarantors to any Credit Party or other Person which is incurred in the ordinary course of business and which is otherwise permitted under the Credit Agreement or this Guaranty.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, Guarantee or in any other Loan Transaction Document, each Guarantor hereby: (a) 1.6.1. expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later satisfaction of the Termination Date or the "Termination Date" under and as defined Guaranteed Obligations in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lendersfull, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Personperson or entity, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Company in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this GuarantyGuarantee, or any other documents to which such Guarantor is a party or otherwise; and (b) 1.6.2. acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders each Investor and shall not limit or otherwise effect such affect any Guarantor's ’s liability hereunder or the enforceability of this GuarantyGuarantee, and (ii) that Agent, Lenders each Investor and their respective its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 1.6 and their rights under this Section 2.9 1.6 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, in the Reimbursement Agreement or in any other Loan Documentrelated document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all claims, rights and remedies at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Personperson, and which such Guarantor may have or hereafter acquire against any Credit Party, of the other Guarantor Parent or any other Person its subsidiaries in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including without limitation under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders the Guarantied Parties and shall not limit or otherwise effect such Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders the Guarantied Parties and their respective successors successors, transferees, endorsees and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, Person and which such that Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees that (i) that this waiver is intended to benefit Agent Co-Agents and Lenders and shall not limit or otherwise effect such affect Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Co-Agents and Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, the Purchase Agreement or in any other Loan Documentof the Other Agreements, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined all Guaranteed Obligations have been paid in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lendersfull, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Company in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders each Holder and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders each Holder and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the ------------------------------- contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such any Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor any Guarantor against a principal, to a guarantor any Guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such any Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which any Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such any Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Loan Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders Lender and shall not limit or otherwise effect such any Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders Lender and their its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Lease Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Lessee in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders Lessor and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders Lessor and their respective its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 SECTION 2.8 and their rights under this Section 2.9 SECTION 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan DocumentTransaction Agreements, each Guarantor hereby: (ai) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Debtor in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (bii) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders Purchasers and shall not limit or otherwise effect such any Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders Purchasers and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2(g) and their rights under this Section 2.9 2(g) shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor such Guarantor against a principal, to a guarantor such Guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents relating to the Obligations to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations. The foregoing waiver shall not be deemed to limit or prohibit the payment of indebtedness or other obligations of any Guarantor to any Credit Party or other Person which is incurred in the ordinary course of business and which is otherwise permitted under the Credit Agreement or this Guaranty.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waivessubordinates, on behalf of itself and its successors and assigns (including any surety), ) to and until the later all of the Termination Date Guaranteed Obligations have been paid (or in the "Termination Date" under and as defined case of Letters of Credit Obligations, cash collateralized in that certain Limited Litigation Guaranty of even date herewith executed and delivered by accordance with the Guarantors Credit Agreement) in favor of Agent and Lendersfull, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver subordination is intended to benefit Agent and Lenders and shall not limit or otherwise effect such affect any Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended as the sole third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such the Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Holder in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders Holder and shall not limit or otherwise effect such Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders Holder and their its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 SECTION 2.8 and their rights under this Section 2.9 SECTION 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other of the Loan DocumentDocuments and except as set forth in Section 7.12, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders Lender and shall not limit or otherwise effect such affect any Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders Lender and their respective its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 and their rights under this Section 2.9 shall survive payment in full of the Guaranteed Obligations2.8.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such any Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, Guarantee or in any other Loan Documentdocument, each the Guarantor hereby: (a) i. expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later satisfaction of the Termination Date or the "Termination Date" under and as defined Guaranteed Obligations in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lendersfull, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Personperson or entity, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Company in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this GuarantyGuarantee, or any other documents to which such Guarantor is a party or otherwise; and (b) ii. acknowledges and agrees (ix) that this waiver is intended to benefit Agent and Lenders the Lender and shall not limit or otherwise effect such affect the Guarantor's ’s liability hereunder or the enforceability of this GuarantyGuarantee, and (iiy) that Agent, Lenders the Lender and their respective its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 and their rights under this Section 2.9 shall survive payment in full of the Guaranteed Obligations1(f).

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until all commitments under the later Credit Agreement to lend have terminated and all Obligations of the Termination Date or the "Termination Date" under and as defined Borrower have been indefeasibly paid in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors full in favor of Agent and Lenderscash, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, obligor for the other Guarantor or any other Person Guaranteed Obligations in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit the Agent and the Lenders and shall not limit or otherwise effect such the Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that the Agent, the Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Loan Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders Lender and shall not limit or otherwise effect such Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders Lender and their its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this US Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety)) until payment and performance, until the later in full, of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and LendersGuaranteed Obligations has occurred, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this US Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent, Canadian Agent and Lenders and shall not limit or otherwise effect such any Guarantor's liability hereunder or the enforceability of this US Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, Person and which such that Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees that (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such affect Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Agent and Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan DocumentSettlement Document or the Note, each Guarantor hereby: (a) : expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Personperson, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person EOTT Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) and acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders the Noteholder and shall not limit or otherwise effect such any Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders the Noteholder and their its respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such affect any Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns permitted under the Credit Agreement are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such affect Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns permitted under the Credit Agreement are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor any Guarantor against a principal, to a guarantor any Guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such any Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which any Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such any Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, Guaranty or in any other Loan Transaction Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later satisfaction of the Termination Date or the "Termination Date" under and as defined Guaranteed Obligations in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lendersfull, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Personperson or entity, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Vyteris in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which such Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders each Investor and shall not limit or otherwise effect such affect Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders each Investor and their respective its successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 1.7 and their rights under this Section 2.9 1.7 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the ----------------------------- contrary in this GuarantyAgreement, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this GuarantyAgreement, or any other Loan Documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such affect any Guarantor's liability hereunder or the enforceability of this GuarantyAgreement, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 12.7 ------------ and their rights under this Section 2.9 12.7 shall survive payment in full of the ------------ Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed ObligationsObligations until the Termination Date.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors heirs, successors, assigns and assigns personal representatives (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor Guarantor against a principal, to a guarantor Guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Borrower in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders the Lending Parties and shall not limit or otherwise effect such Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders the Lending Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until all commitments under the later Credit Agreement to lend have terminated and all Obligations of the Termination Date or the "Termination Date" under and as defined Borrower have been indefeasibly paid in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors full in favor of Agent and Lenderscash, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, obligor for the other Guarantor or any other Person Guaranteed Obligations in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; and (b) acknowledges and agrees (i) that this waiver is intended to benefit the Agent and the Lenders and shall not limit or otherwise effect such the Guarantor's ’s liability hereunder or the enforceability of this Guaranty, and (ii) that the Agent, the Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in any other Loan Document, each Corporate Guarantor hereby: (aA) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors in favor of Agent and Lenders, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor any Corporate Guarantor against a principal, to a guarantor any Corporate Guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such any Corporate Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Loan Party in connection with or as a result of such Corporate Guarantor's execution, delivery and/or performance of this Guaranty, or any other documents to which such Corporate Guarantor is a party or otherwise; and (bB) acknowledges and agrees (i) that this waiver is intended to benefit Agent Administrative Agent, Lenders and Lenders Issuing Banks and shall not limit or otherwise effect such any Corporate Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Administrative Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 subsection 11.8 and their rights under this Section 2.9 subsection 11.8 shall survive payment in full of the Guaranteed Obligations.

Deferral of Subrogation, Etc. Notwithstanding anything to the contrary in this Guaranty, or in on any other Loan Document, each Guarantor hereby: (a) expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), ) until the later of the Termination Date or the "Termination Date" under and as defined Guaranteed Obligations have been paid in that certain Limited Litigation Guaranty of even date herewith executed and delivered by the Guarantors full in favor of Agent and Lenderscash, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any Person, and which such Guarantor may have or hereafter acquire against any Credit Party, the other Guarantor or any other Person Party in connection with or as a result of such Guarantor's execution, delivery and/or performance of this Guaranty; and, or any other documents to which Guarantor is a party or otherwise; (b) acknowledges and agrees (i) that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise effect such each Guarantor's liability hereunder or the enforceability of this Guaranty, and (ii) that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.9 2.8 and their rights under this Section 2.9 2.8 shall survive payment in full of the Guaranteed Obligations.