Common use of Subordination of Other Obligations Clause in Contracts

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default has occurred and is continuing under any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Parent Issuer or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Parent Issuer, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Parent Issuer, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Parent Issuer or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Parent Issuer, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Parent Issuer now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Parent Issuer to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest interest, or otherwise, other than the amounts referred to in this Article 14 3 (Personal Liability) (collectively, the “Subordinated Obligations”), shall be and such rights, claims claims, and indebtedness are, hereby deferred, postponed postponed, and fully subordinated in time and right of payment to the prior payment, performance performance, and satisfaction in full of the ObligationsIndebtedness; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b3.10 (Subordination of Other Obligations) hereof. (b) Until the Obligations under all the Loan Documents have Indebtedness has been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take take, or receive, directly or indirectly, by set-off, redemption, purchase purchase, or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments instruments, or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are Indebtedness is outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default has occurred and is continuing under any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company or any other Guarantor with respect to time the Guarantied Obligations, (ii) any right to such Borrower enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against Company or any other Guarantor, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be Secured Party and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until any right of contribution with respect to the Guarantied Obligations under all the Loan Documents that such Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights of subrogation, reimbursement or indemnification such Guarantor may have against Company or any other Guarantor or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have under the Loan Documents are or any Related Credit Arrangement against Company or such other Guarantor, to all right, title and interest any Secured Party may have in effect; providedany such collateral or security, however, that, notwithstanding anything and to the contrary contained herein, if no Potential Event any right any Secured Party may have against such other guarantor. Any indebtedness of Default Company or any other Guarantor to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Lender, the Secured Parties to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guaranteed Obligations shall have been paid in full, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against either or both of the Guarantor Subsidiaries or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against either or both of the Guarantor Subsidiaries, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Guaranteed Party now has or may hereafter have against either or both of the Guarantor Subsidiaries, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Guaranteed Party and (b) any right of contribution Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guaranteed Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against either or both of the Guarantor Subsidiaries or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guaranteed Parties may have against either or both of the Guarantor Subsidiaries, to all right, title and interest Guaranteed Parties may have in any such rightscollateral or security, claims and to any right Guaranteed Parties or the other Guaranteed Parties may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of either or both of the Guarantor Subsidiaries now or hereafter held by Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Guaranteed Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default has occurred and is continuing under any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the Co-Borrower hereby irrevocably or any of its assets in connection with this Guaranty or the performance by the Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time the Guarantor now has or may hereafter have against the Co-Borrower with respect to time the Guarantied Obligations, (ii) any right to such Borrower enforce, or to participate in, any claim, right or remedy that any of the Lender Group now has or may hereafter have against the Co-Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, Lender Group and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until any right of contribution with respect to the Guarantied Obligations under all that the Loan Documents Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Guarantied Obligations. The Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights of subrogation, reimbursement or indemnification the Guarantor may have against the Co-Borrower or against any collateral or security, and any rights of contribution the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any of the Lender Group may have under the Loan Documents are or any Related Credit Arrangement against the Co-Borrower, to all right, title and interest any of the Lender Group may have in effect; providedany such collateral or security, however, that, notwithstanding anything and to any right any of the Lender Group may have against such other guarantor. Any indebtedness of the Co-Borrower to the contrary contained herein, if no Potential Event of Default Guarantor collected or received by the Guarantor after an Event of Default has occurred and is continuing under continuing, and any of amount paid to the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Administrative Agent on behalf of the Lender Group and shall forthwith be paid over to the Administrative Agent for the benefit of Lender, the Lender Group to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 12 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b12.08(b) hereof. (b) Until the Obligations under all the Loan Documents and the Guaranty have been finally paid in full or fully performed and all the Loan Documents and the Guaranty for such Collateral Pool have been terminated, each such Collateral Pool Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx sue for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each such Collateral Pool Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents and the Guaranty are outstanding or any of the terms and conditions of any of the Loan Documents and the Guaranty are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan DocumentsDocuments and the Guaranty pertaining to such Collateral Pool, then (i) payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof, and (ii) each such Borrower and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Fannie Mae, which assignment shall be of no further force and effect upon full satisfaction of the Obligations, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of LenderFannie Mae, and any amount so collected shall be turned over to Lender Fannie Mae upon demand.

Subordination of Other Obligations. Until the Guarantied Amounts shall have been paid in full, the Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the Company or any of its assets in connection with this Guaranty or the performance by the Guarantor of its obligations hereunder, 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 unconditionally agrees including, without limitation, (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time the Guarantor now has or may hereafter have against the Company; (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Company; and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution the Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Amounts. The Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification the Guarantor may have against the Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution the Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights the Beneficiaries may have against the Company, to all right, title and interest the Beneficiaries may have in any such rightscollateral or security, claims and to any right the Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of the Company now or hereafter held by the Guarantor is subordinated in time and right of payment to the prior paymentGuarantied Amounts, performance and satisfaction in full any such indebtedness of the Obligations; provided, however, that payments may be Company to the Guarantor collected or received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Guarantor after an Event of Default has occurred and is continuing under continuing, and any of amount paid to the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated Obligations shall be received by any Borrower subrogation, reimbursement, indemnification or contribution rights referred to in violation of the foregoingpreceding paragraph when all Guarantied Amounts have not been paid in full, such payment shall be held in trust for the benefit of Lender, Beneficiaries and any amount so collected shall forthwith be turned paid over to Lender upon demandthe Beneficiaries to be credited and applied against the Guarantied Amounts.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Issuer or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Issuer, (ii) any right to time enforce, or to participate in, any claim, right or remedy that the Guarantied Party or any Beneficiary now has or may hereafter have against Issuer, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Guarantied Party or any Beneficiary and (b) any right of contribution such Borrower by Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Issuer or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Issuer, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Issuer now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Issuer to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company with respect to time the Guarantied Obligations, (ii) any right to such Borrower enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be Beneficiary and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until any right of contribution with respect to the Guarantied Obligations under all the Loan Documents that such Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Loan Documents are in effect; provided, however, Guarantied Obligations. Each Guarantor further agrees that, notwithstanding anything to the contrary contained hereinextent the agreement to withhold the exercise of its rights of subrogation, if no Potential Event reimbursement, indemnification and contribution as set forth herein is found by a court of Default competent jurisdiction to be void or voidable for any reason, any such rights of subrogation, reimbursement or indemnification such Guarantor may have against Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Each Guarantor waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, 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 including without limitation (a) Each Borrower hereby irrevocably any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and unconditionally agrees that all amounts payable from time (c) any benefit of, and any right to time to such Borrower participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Guarantor may have against Borrower pursuant to or against any agreementcollateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Borrower, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Borrower now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Borrower to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. So long as any Guarantied Obligation remains outstanding and has not been paid in full, Guarantor waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute under common law or otherwise and including without limitation (a) Each Borrower hereby irrevocably any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company unless Guarantor pays the Guarantied Obligations in full, and unconditionally agrees that all amounts payable from time (b) any benefit of, and any right to time to such Borrower participate in, any collateral or security now or hereafter held by any Beneficiary. Guarantor will defer any exercise or enforcement of any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Company until payment in full of the Guarantied Obligations. In addition, until the Guarantied Obligations shall have been paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)Guarantor, shall be junior and subordinate to any rights the Beneficiaries may have against Company, to all right, title and interest the Beneficiaries may have in any such rightscollateral or security, claims and to any right the Beneficiaries may have against any other Guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower (other than contingent indemnification obligations) have not been paid in violation of the foregoingfull, such payment shall be held in trust for the benefit of Lender, Beneficiaries and any amount so collected shall forthwith be turned paid over to Lender upon demandthe Beneficiaries to be credited and applied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations and obligations under the Lender Swap Agreements) shall have been paid in full and the Commitments shall have terminated, all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party) and the Lender Swap Agreements have been paid in full (or the obligations thereunder have been secured by a collateral arrangement reasonably satisfactory to the applicable Swap Counterparty), each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, the Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the Co-Borrower hereby irrevocably or any of its assets in connection with this Guaranty or the performance by the Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time the Guarantor now has or may hereafter have against the Co-Borrower with respect to time the Guarantied Obligations, (ii) any right to such Borrower enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against the Co-Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be Secured Party and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until any right of contribution with respect to the Guarantied Obligations under all that the Loan Documents Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Guarantied Obligations. The Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights of subrogation, reimbursement or indemnification the Guarantor may have against the Co-Borrower or against any collateral or security, and any rights of contribution the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have under the Loan Documents are or any Related Credit Arrangement against the Co-Borrower, to all right, title and interest any Secured Party may have in effect; providedany such collateral or security, however, that, notwithstanding anything and to any right any Secured Party may have against such other guarantor. Any indebtedness of the Co-Borrower to the contrary contained herein, if no Potential Event of Default Guarantor collected or received by the Guarantor after an Event of Default has occurred and is continuing under continuing, and any of amount paid to the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of Lender, the Secured Parties to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Termination Date, each Guarantor shall, solely with respect to the Guaranteed Obligations, withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Guarantee Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity under contract, by statute, under common law or otherwise and unconditionally agrees including (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against any other Guarantee Party, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any Guarantee Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be Secured Party; and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents any right of contribution such Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Loan Documents are in effect; provided, however, Guaranteed Obligations. Each Guarantor further agrees that, notwithstanding anything to the contrary contained hereinextent the agreement to withhold the exercise of its rights of subrogation, if no Potential Event reimbursement, indemnification and contribution as set forth herein is found by a court of Default competent jurisdiction to be void or Event voidable for any reason, any rights of Default has occurred and is continuing under any of the Loan Documentssubrogation, then payments reimbursement or indemnification such Guarantor may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of have against any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights Guarantee Party or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with against any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lendercollateral or security, and any amount so collected rights of contribution such Guarantor may have against any such other guarantor, shall be turned over junior and subordinate to Lender upon demandany rights the Agent or Secured Party may have against any Guarantee Party and to all right, title and interest the Agent or Secured Party may have in any such collateral or security.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized with cash or a letter of credit, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor may have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, any Lender shall be received by have any Borrower in violation of the foregoingCommitment or any Swap Counterparty shall have any obligation under any Lender Swap Agreement, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Amounts shall have been paid in full, the Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the Company or any of its assets in connection with this Guaranty or the performance by the Guarantor of its obligations hereunder, 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 unconditionally agrees including, without limitation, (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time the Guarantor now has or may hereafter have against the Company; (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that the Beneficiary now has or may hereafter have against the Company; and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by the Beneficiary and (b) any right of contribution the Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Amounts. The Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification the Guarantor may have against the Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution the Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights the Beneficiary may have against the Company, to all right, title and interest the Beneficiary may have in any such rightscollateral or security, claims and to any right the Beneficiary may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of the Company now or hereafter held by the Guarantor is subordinated in time and right of payment to the prior paymentGuarantied Amounts, performance and satisfaction in full any such indebtedness of the Obligations; provided, however, that payments may be Company to the Guarantor collected or received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Guarantor after an Event of Default has occurred and is continuing under continuing, and any of amount paid to the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated Obligations shall be received by any Borrower subrogation, reimbursement, indemnification or contribution rights referred to in violation of the foregoingpreceding paragraph when all Guarantied Amounts have not been paid in full, such payment shall be held in trust for the benefit of Lender, Beneficiary and any amount so collected shall forthwith be turned paid over to Lender upon demandthe Beneficiary to be credited and applied against the Guarantied Amounts.

Subordination of Other Obligations. Until the Termination Date, each Guarantor shall, solely with respect to the Obligations, withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any Guarantee Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against any Guarantee Party, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any Guarantee Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be Secured Party and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents any right of contribution such Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Loan Documents are in effect; provided, however, Obligations. Each Guarantor further agrees that, notwithstanding anything to the contrary contained hereinextent the agreement to withhold the exercise of its rights of subrogation, if no Potential Event reimbursement, indemnification and contribution as set forth herein is found by a court of Default competent jurisdiction to be void or Event voidable for any reason, any rights of Default has occurred and is continuing under subrogation, reimbursement or indemnification such Guarantor may have against any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept Guarantee Party or against any payment collateral or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lendersecurity, and any amount so collected rights of contribution such Guarantor may have against any such other guarantor, shall be turned over junior and subordinate to Lender upon demandany rights any Agent may have against any Guarantee Party and to all right, title and interest such Agent may have in any such collateral or security.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations and obligations under the Lender Swap Agreements) shall have been paid in full and the Commitments shall have terminated, all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to the applicable Issuing Lender) and the Lender Swap Agreements have been paid in full (or the obligations thereunder have been secured by a collateral arrangement reasonably satisfactory to the Swap Counterparty), each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and unconditionally agrees including (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guaranteed Obligations have been irrevocably paid and satisfied in full and the Commitments have been irrevocably terminated and all Letters of Credit have expired or have been cancelled and all Swap Agreements are no longer in effect, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any or all of the Borrowers or any of the assets of the Borrowers in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any or all amounts payable from time of the Borrowers, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any or all of the Borrowers, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guaranteed Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against any of the Borrowers or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Administrative Agent or the other Beneficiaries may have against the Borrowers, to all right, title and interest the Administrative Agent or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Administrative Agent or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of the Borrowers now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guaranteed Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account such indebtedness of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding Borrowers to a Guarantor collected or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guaranteed Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guaranteed Obligations.

Subordination of Other Obligations. Each Guarantor waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any other Borrower or any other Loan Party or any of such Borrower’s or Loan Party’s assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Each Borrower hereby irrevocably and unconditionally agrees any right of subrogation, reimbursement or indemnification that all amounts payable from time to time to such Borrower by Guarantor now has or may hereafter have against any other Borrower pursuant or any other Loan Party, (b) any right to enforce, or to participate in, any agreementclaim, whether secured right or unsecuredremedy that any Beneficiary now has or may hereafter have against any other Borrower or any other Loan Party, whether and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter Exh. XI-6 Borrowers’ Guaranty held by any Beneficiary. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of principalCredit shall have expired or been cancelled, interest each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the waiver or otherwiseagreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Guarantor may have against any other than the amounts referred to in this Article 14 (collectivelyBorrower or any other Loan Party or against any collateral or security, the “Subordinated Obligations”)and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against any other Borrower or any other Loan Party, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of any other Borrower or any other Loan Party now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments or agreements any such indebtedness of any kind evidencing the Subordinated Obligations, each other Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the other Loan Documents are in effect; provided, however, that, notwithstanding anything Party to the contrary contained herein, if no Potential Event of Default a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations and obligations under the Lender Swap Agreements) shall have been paid in full and the Commitments shall have terminated and the Lender Swap Agreements have been paid in full (or the obligations thereunder have been secured by a collateral arrangement reasonably satisfactory to the applicable Swap Counterparty), each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or collateralized with cash or a letter of credit, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, any Lender shall be received by have any Borrower in violation of the foregoingCommitment or any Swap Counterparty shall have any obligation under any Lender Swap Agreement, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired, been cancelled or other provisions for cash collateral or other support therefor in a manner reasonably satisfactory to the Issuing Lender has been provided, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower and IDOT Guarantor hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower or IDOT Guarantor by any other Borrower or IDOT Guarantor pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 12 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower or IDOT Guarantor in accordance with, and only in accordance with, the provisions of Section 14.08(b12.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents for such Collateral Pool have been terminated, each such Collateral Pool Borrower and IDOT Guarantor irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each such Collateral Pool Borrower and IDOT Guarantor hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan DocumentsDocuments pertaining to such Collateral Pool, then (i) payments may be received by such Borrower or IDOT Guarantor in respect of the Subordinated Obligations in accordance with the stated terms thereof, and (ii) each such Borrower, IDOT Guarantor and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower and IDOT Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower or IDOT Guarantor in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, which assignment shall be of no further force and effect upon full satisfaction of the Obligations, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower or IDOT Guarantor in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding Outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan Documents, then (i) payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof, and (ii) each Borrower and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx MaeLender, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired, been cancelled or other provisions for cash collateral or other support therefor in a manner reasonably satisfactory to the Issuing Lender has been provided, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries, and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than unasserted Obligations for taxes, costs, indemnifications, reimbursement, damages and other liabilities in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time) shall have been paid in full and the Commitments shall have terminated, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Issuer or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common Law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against Issuer, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Issuer, and (iii) any benefit of, and any right to participate in, any Collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against Issuer or against any Collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Issuer, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightsCollateral or security, claims and indebtedness are, hereby deferred, postponed and fully to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any Indebtedness of Issuer now or hereafter held by Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such Indebtedness of Issuer to Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 IV (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b4.7(b) hereof. (b) Until the Obligations under all the Loan Borrower Documents have been finally paid in full or fully performed and all the Loan Borrower Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Borrower Documents are outstanding or any of the terms and conditions of any of the Loan Borrower Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of all the Loan Borrower Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereofand provided that such Borrower and each other Borrower make such payment in full. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of LenderXxxxxx Xxx, and any amount so collected shall be turned over to Lender Xxxxxx Mae upon demand.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower hereby irrevocably or any other Loan Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, 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 unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Borrower or any other Loan Party, (ii) any right to time enforce, or to such participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower or any other Loan Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Guarantor may have against Borrower pursuant to or any agreementother Loan Party or against any collateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Borrower or any other Loan Party, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Borrower or any other Loan Party now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments or agreements any such indebtedness of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the other Loan Documents are in effect; provided, however, that, notwithstanding anything Party to the contrary contained herein, if no Potential Event of Default a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding Outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan Documents, then (i) payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof; and (ii) each Borrower and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Colonial/PNC ARCS — Master Credit Facility Agreement Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower hereby irrevocably or any other Loan Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Borrower or any other Loan Party, (ii) any right to time enforce, or to such participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower or any other Loan Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Guarantor may have against Borrower pursuant to or any agreementother Loan Party or against any collateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Borrower or any other Loan Party, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Borrower or any other Loan Party now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments or agreements any such indebtedness of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the other Loan Documents are in effect; provided, however, that, notwithstanding anything Party to the contrary contained herein, if no Potential Event of Default a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b14.08 (b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx sxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default has occurred and is continuing under any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Fxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees waives any claim, right or remedy, direct or indirect, that all amounts payable from time to time to such Borrower now has or may hereafter have against the other Borrower or any of its assets in connection with this Section 2.25 or the performance by such Borrower of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including (i) any right of subrogation, reimbursement or indemnification that such Borrower now has or may hereafter have against the other Borrower, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Agent or any Lender now have or may hereafter have against the other Borrower and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Agent or any Lender. In addition, until the Obligations shall have been paid in full, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Borrower shall withhold the exercise of any right of contribution such Borrower may have against the other Borrower. Each Borrower further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Borrower may have against the other Borrower pursuant to or against any agreementcollateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution such Borrower may have against such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)Borrower, shall be junior and subordinate to any rights the any Agent or any Lender may have against such rightsBorrower to all right, claims title and interest the any Agent or any Lender may have in any such collateral or security, and to any right the any Agent or any Lender may have against such other Borrower. Any indebtedness are, hereby deferred, postponed and fully of any Borrower now or hereafter held by any Borrower is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account such indebtedness of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding other Borrower to such Borrower collected or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Borrower after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such amount paid to a Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Agents and the Lenders and shall forthwith be paid over to the Collateral Agent for the benefit of Lender, the Lenders to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated, and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Guarantied Party), each Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower hereby irrevocably or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, 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 unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Borrower, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Guarantor may have against Borrower pursuant to or against any agreementcollateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Borrower, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Borrower now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Borrower to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment other than Unasserted Obligations, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guaranteed Obligations shall have been paid in full, Parent shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Parent now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by Parent of its obligations hereunder, 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 unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Parent now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Parent now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guaranteed Obligations. Parent further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Parent may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Parent may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guaranteed Party or the other Beneficiaries may have against Company, to all right, title and interest Guaranteed Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guaranteed Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully or other payment obligations of Company now or hereafter held by Parent is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guaranteed Obligations, and in issuing documents, instruments or agreements any such indebtedness of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding Company or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything its Subsidiaries to the contrary contained herein, if no Potential Event of Default Parent collected or received by Parent after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Parent on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guaranteed Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guaranteed Party on behalf of Beneficiaries and shall forthwith be paid over to Guaranteed Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guaranteed Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of Until payment to the prior payment, performance and satisfaction in full of the Guaranteed Obligations (other than contingent indemnification claims for which a claim has not been asserted), each Guarantor shall, solely with respect to the Obligations; provided, howeverwithhold exercise of (a) any claim, right or remedy, direct or indirect, that payments such Guarantor now has or may be received hereafter have against any Guarantee Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity under contract, by statute, under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any Guarantee Party, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Credit Party now has or may hereafter have against any Guarantee Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Borrower in accordance with, Credit Party and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents any right of contribution such Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Loan Documents are in effect; providedObligations, however, including under Section 1(c). Each Guarantor further agrees that, notwithstanding anything to the contrary contained hereinextent the agreement to withhold the exercise of its rights of subrogation, if no Potential Event reimbursement, indemnification and contribution as set forth herein is found by a court of Default competent jurisdiction to be void or Event voidable for any reason, any rights of Default has occurred subrogation, reimbursement or indemnification such Guarantor may have against any Guarantee Party or against any collateral or security, and is continuing under any rights of the Loan Documentscontribution such Guarantor may have against any such other guarantor, then payments shall be junior and subordinate to any rights any Credit Party may be received by such Borrower have against any Guarantee Party in respect of the Subordinated Obligations Guaranteed Obligations, to all right, title and interest any Credit Party may have in accordance with any such collateral or security under the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demandLoan Documents.

Subordination of Other Obligations. (a) Each Any Debt of the Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower or any Guarantor now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than Guarantor (the amounts “Obligee Guarantor”) (such Debt being referred to in this Article 14 (collectively, the herein as “Subordinated ObligationsIntercompany Indebtedness”), shall be and such rights, claims and indebtedness are, ) is hereby deferred, postponed and fully subordinated in time and right of payment to the prior paymentGuaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, performance the Borrower and satisfaction the Guarantors shall not make any payments in respect of Intercompany Indebtedness to any Obligee Guarantor, and any such Intercompany Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be immediately paid over to the Administrative Agent or whomever is then legally entitled to receive such payment but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision of this Guaranty. Without limitation of subsection (a) above, each Guarantor agrees that any and all claims of such Guarantor against the Borrower with respect to any Debt of the Borrower to such Guarantor (“Borrower Debt”), or against any of the Borrower’s properties as a result of a claim respecting such Borrower Debt, shall be subordinate and subject in right of payment to the Guaranteed Obligations owed to the Beneficiaries until the Guaranteed Obligations shall have been indefeasibly paid in full of the Obligationsin Cash; provided, howeverthat the Borrower may make payments to the applicable Guarantor in respect of such Borrower Debt until an Event of Default shall have occurred and be continuing (and upon the occurrence and during the continuance of any Event of Default, the Borrower shall not make any payments in respect of such Borrower Debt); provided, further, that payments may all loans and advances made by a Guarantor to the Borrower shall be received by any the Borrower in accordance with, and only in accordance with, subject to the provisions of Section 14.08(b) hereof. (b) Until this Loan Agreement and the Obligations under all the other Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receivereceive any payment from the Borrower, directly all rights, Liens and security interests of such Guarantor, whether now or indirectlyhereafter arising and howsoever existing, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, assets of the whole or any Borrower (whether constituting part of the Subordinated Obligations, security or collateral given to the Collateral Agent or otherwise) shall be and in issuing documents, instruments or agreements of any kind evidencing hereby are subordinated to the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account rights (if any) of the Subordinated Obligations, so long Collateral Agent and the other Beneficiaries in such assets. Except as any of expressly permitted by this Loan Agreement and the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default has occurred and is continuing under any of the other Loan Documents, then payments may the Guarantors shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, until the Guaranteed Obligations shall have been indefeasibly paid in full in Cash. (b) Each Loan Party agrees that upon any payment or distribution of assets upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshalling of assets or any bankruptcy, insolvency or similar proceedings of such Loan Party or the Development, the Agents and the Lenders shall be received by such Borrower entitled to receive payment in full with respect to all principal, premium, interest, if any, and other amounts owing in respect of the Subordinated Notes and other Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept before any payment or satisfaction of any kind of indebtedness of distribution to any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights Loan Party or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganizationAffiliate thereof. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of Notwithstanding the foregoing, such payment the Agents and Lenders recognize that each Loan Party shall be held in trust at all times retain the sole and unfettered ability to pay its operating costs, including upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of Lendercreditors, and marshalling of assets or any amount so collected shall be turned over to Lender upon demandbankruptcy, insolvency or similar proceedings of such Loan Party or the Development.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, 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 unconditionally agrees including (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. List of Exhibits Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees waives any claim, right or remedy, direct or indirect, that all amounts payable from time to time to such Borrower by any now has or may hereafter have against the other Borrower pursuant or any of its assets in connection with this SECTION 1.5 or the performance by such Borrower of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including (i) any right of subrogation, reimbursement or indemnification that such Borrower now has or may hereafter have against the other Borrower, (ii) any right to enforce, or to participate in, any agreementclaim, whether secured right or unsecuredremedy that the Agent or any Lender now has or may hereafter have against the other Borrower and (iii) any benefit of, whether of principaland any right to participate in, interest any collateral or otherwisesecurity now or hereafter held by the Agent or any Lender. In addition, other than until the amounts referred to Obligations shall have been paid in this Article 14 (collectivelyfull, the “Subordinated Obligations”)Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Borrower shall withhold exercise of any right of contribution such Borrower may have against the other Borrower. Each Borrower further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Borrower may have against the other Borrower or against any collateral or security, and any rights of contribution such Borrower may have against such other Borrower, shall be junior and subordinate to any rights the Agent or any Lender may have against such rightsBorrower to all right, claims title and interest the Agent or any Lender may have in any such collateral or security, and to any right the Agent or any Lender may have against such other Borrower. Any indebtedness are, hereby deferred, postponed and fully of the other Borrower now or hereafter held by any Borrower is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account such indebtedness of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding other Borrower to such Borrower collected or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Borrower after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such amount paid to a Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Agent and the Lenders and shall forthwith be paid over to the Agent for the benefit of Lender, the Lenders to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Obligations.

Subordination of Other Obligations. (a) Each Borrower and IDOT Guarantor hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower or IDOT Guarantor by any other Borrower or IDOT Guarantor pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 12 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower or IDOT Guarantor in accordance with, and only in accordance with, the provisions of Section 14.08(b12.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents for such Collateral Pool have been terminated, each such Collateral Pool Borrower and IDOT Guarantor irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each such Collateral Pool Borrower and IDOT Guarantor hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan DocumentsDocuments pertaining to such Collateral Pool, then (i) payments may be received by such Borrower or IDOT Guarantor in respect of the Subordinated Obligations in accordance with the stated terms thereof, and (ii) each such Borrower, IDOT Guarantor and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower and IDOT Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower or IDOT Guarantor in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx MaeLender, which assignment shall be of no further force and effect upon full satisfaction of the Obligations, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower or IDOT Guarantor in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees waives any claim, right or remedy, direct or indirect, that all amounts payable from time to time to such Borrower by any now has or may hereafter have against the other Borrower pursuant or any of its assets in connection with this Section 2.24 or the performance by such Borrower of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including (i) any right of subrogation, reimbursement or indemnification that such Borrower now has or may hereafter have against the other Borrower, (ii) any right to enforce, or to participate in, any agreementclaim, whether secured right or unsecuredremedy that the Administrative Agent or any Lender now have or may hereafter have against the other Borrower and (iii) any benefit of, whether of principaland any right to participate in, interest any collateral or otherwisesecurity now or hereafter held by the Administrative Agent or any Lender. In addition, other than until the amounts referred to Obligations shall have been paid in this Article 14 (collectivelyfull, the “Subordinated Obligations”)Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Borrower shall withhold the exercise of any right of contribution such Borrower may have against the other Borrower. Each Borrower further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Borrower may have against the other Borrower or against any collateral or security, and any rights of contribution such Borrower may have against such other Borrower, shall be junior and subordinate to any rights the Administrative Agent or any Lender may have against such rightsBorrower to all right, claims title and interest the Administrative Agent or any Lender may have in any such collateral or security, and to any right the Administrative Agent or any Lender may have against such other Borrower. Any indebtedness are, hereby deferred, postponed and fully of any Borrower now or hereafter held by any Borrower is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account such indebtedness of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding other Borrower to such Borrower collected or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Borrower after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such amount paid to a Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Administrative Agent and the Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of Lender, the Lenders to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated, and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Guarantied Party), each Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower hereby irrevocably or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, 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 unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Borrower, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Guarantor may have against Borrower pursuant to or against any agreementcollateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guaranteed Party or the other Beneficiaries may have against Borrower, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Borrower now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Borrower to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment other than Unasserted Obligations, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 XIII (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b13.07(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of all the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereofand provided that such Borrower and each other Borrower make such payment in full. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx MaeLender, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. Until the Termination Date, each Guarantor shall, solely with respect to the Obligations, withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any Guarantee Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against any Guarantee Party, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Credit Party now has or may hereafter have against any Guarantee Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be Credit Party and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents any right of contribution such Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Loan Documents are in effect; providedObligations, however, including under Section 1(c). Each Guarantor further agrees that, notwithstanding anything to the contrary contained hereinextent the agreement to withhold the exercise of its rights of subrogation, if no Potential Event reimbursement, indemnification and contribution as set forth herein is found by a court of Default competent jurisdiction to be void or Event voidable for any reason, any rights of Default has occurred subrogation, reimbursement or indemnification such Guarantor may have against any Guarantee Party or against any collateral or security, and is continuing under any rights of the Loan Documentscontribution such Guarantor may have against any such other guarantor, then payments shall be junior and subordinate to any rights any Credit Party may be received by such Borrower have against any Guarantee Party in respect of the Subordinated Obligations Guaranteed Obligations, to all right, title and interest any Credit Party may have in accordance with any such collateral or security under the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demandLoan Documents.

Subordination of Other Obligations. Until the Guaranteed Obligations shall have been paid in full and any duties of the Lender to continue to fund any of the Loans shall have been irrevocably terminated and all Swaps are no longer in effect, the Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the Borrower hereby irrevocably or any of its assets in connection with this Guaranty or the performance by the Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time the Guarantor now has or may hereafter have against the Borrower, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution the Guarantor now has or may hereafter have against any other guarantor of any of the Guaranteed Obligations. The Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification the Guarantor may have against any of the Borrower pursuant to or against any agreementcollateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution the Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights the Lender or the other Beneficiaries may have against the Borrower, to all right, title and interest the Lender or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right the Lender or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of the Borrower now or hereafter held by the Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guaranteed Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account such indebtedness of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything Borrower to the contrary contained herein, if no Potential Event of Default Guarantor collected or received by the Guarantor after an Event of Default has occurred and is continuing under continuing, and any of amount paid to the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guaranteed Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Lender on behalf of the Beneficiaries and shall forthwith be paid over to the Lender for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guaranteed Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against any Loan Party or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against any Loan Party, including but not limited to time any right Guarantor now has or may hereafter have against any Loan Party in connection with any draw on the Tranche A Letter of Credit or in connection with the Station Agreements except as permitted under subsection 6.1 of the Credit Agreement, (ii) any right to such Borrower enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Loan Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against any Loan Party or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against any Loan Party, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of any Loan Party now or hereafter held by Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments or agreements any such indebtedness of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding Party to Guarantor collected or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding Outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or both has occurred and is continuing under any of the Loan Documents, then (i) payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof, and (ii) each Borrower and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Guarantied Party now has or may hereafter have against Company and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Guarantied Party and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations in respect thereof. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecured, whether indemnification such Guarantor may have against Company or against any collateral or security and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Parties may have against Company, to all right, title and interest Guarantied Parties may have in any such rights, claims collateral or security and to any right Guarantied Parties may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior paymentGuarantied Obligations, performance and satisfaction any such indebtedness of Company to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount paid to a Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in full the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for Guarantied Parties and shall promptly be paid over to Guarantied Parties to be credited and applied against the Guarantied Obligations but without affecting, impairing or limiting in any manner the liability of the Obligationssuch Guarantor under any other provision of this Guaranty; provided, however, provided that payments may be any payment on such indebtedness received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in Guarantor at any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if time when no Potential Event of Default or Event of Default has occurred and is continuing under any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations and in accordance with this Guaranty or the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations Note Purchase Agreement shall be received by any Borrower in violation of the foregoing, such payment shall permitted and need not be held in trust for the benefit of Lender, and any amount so collected shall be turned or paid over to Lender upon demandGuarantied Parties.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding Outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan Documents, then (i) payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof, and (ii) each Borrower and Guarantor shall be permitted to make distributions in accordance with the terms of the applicable Organizational Documents. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lender, and any amount so collected shall be turned over to Lender upon demand.. Colonial/ Grandbridge — Master Credit Facility Agreement

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees waives any claim, right or remedy, direct or indirect, that all amounts payable from time to time to such Borrower by any now has or may hereafter have against the other Borrower pursuant or any of its assets in connection with this Section 2.25 or the performance by such Borrower of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (i) any right of subrogation, reimbursement or indemnification that such Borrower now has or may hereafter have against the other Borrower, (ii) any right to enforce, or to participate in, any agreementclaim, whether secured right or unsecuredremedy that the Administrative Agent or any Lender now has or may hereafter have against the other Borrower and (iii) any benefit of, whether of principaland any right to participate in, interest any collateral or otherwisesecurity now or hereafter held by the Administrative Agent or any Lender. In addition, other than until the amounts referred to Obligations shall have been paid in this Article 14 (collectivelyfull, the “Subordinated Obligations”)Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Borrower shall withhold exercise of any right of contribution such Borrower may have against the other Borrower. Each Borrower further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Borrower may have against the other Borrower or against any collateral or security, and any rights of contribution such Borrower may have against such other Borrower, shall be junior and subordinate to any rights the Administrative Agent or any Lender may have against such rightsBorrower to all right, claims title and interest the Administrative Agent or any Lender may have in any such collateral or security, and to any right the Administrative Agent or any Lender may have against such other Borrower. Any indebtedness are, hereby deferred, postponed and fully of a Borrower now or hereafter held by the other Borrower is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements any such indebtedness of any kind evidencing the Subordinated Obligations, each such Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default other Borrower collected or received by such other Borrower after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such amount paid to a Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Administrative Agent and the Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of Lender, the Lenders to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees waives any claim, right or remedy, direct or indirect, that all amounts payable from time to time to such Borrower by any now has or may hereafter have against the other Borrower pursuant or any of its assets in connection with this Section 1.6 or the performance by such Borrower of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including (i) any right of subrogation, reimbursement or indemnification that such Borrower now has or may hereafter have against the other Borrower, (ii) any right to enforce, or to participate in, any agreementclaim, whether secured right or unsecuredremedy that the Agent or any Lender now has or may hereafter have against the other Borrower and (iii) any benefit of, whether of principaland any right to participate in, interest any collateral or otherwisesecurity now or hereafter held by the Agent or any Lender. In addition, other than until the amounts referred to Obligations shall have been paid in this Article 14 (collectivelyfull, the “Subordinated Obligations”)Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Borrower shall withhold exercise of any right of contribution such Borrower may have against the other Borrower. Each Borrower further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Borrower may have against the other Borrower or against any collateral or security, and any rights of contribution such Borrower may have against such other Borrower, shall be junior and subordinate to any rights the Agent or any Lender may have against such rightsBorrower to all right, claims title and interest the Agent or any Lender may have in any such collateral or security, and to any right the Agent or any Lender may have against such other Borrower. Any indebtedness are, hereby deferred, postponed and fully of the other Borrower now or hereafter held by any Borrower is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account such indebtedness of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding other Borrower to such Borrower collected or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Borrower after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such amount paid to a Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for the Agent and the Lenders and shall forthwith be paid over to the Agent for the benefit of Lender, the Lenders to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by Any Indebtedness (as defined in Annex A) of an Account Party or any other Borrower pursuant to any agreement, whether secured Palomino Party (as defined in Annex A) now or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereafter held by Guarantor is hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction payment in full of all obligations then due and owing of such Person now or hereafter existing under the Obligations; providedReimbursement Agreement and the other Related Documents, howeverincluding, that payments may be received by any Borrower in accordance with, and only in accordance with, subject to the provisions of Section 14.08(b) hereof. 2.1 hereof (b) Until if applicable), any extensions, modifications, substitutions, amendments and renewals thereof, whether for principal (including reimbursement of amounts drawn under any letter of credit), interest, fees, expenses, indemnification or otherwise (all such obligations by any Palomino Party to the Obligations under all Guarantor being the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally "Subordinated Obligations"). Guarantor agrees it will not to ask, demand, xxx sue for, take or receivereceive from any Paxxxino Party, directly or indirectly, in cash or other property or by set-off, redemption, purchase off or in any other manner whatsoever(including without limitation from or by way of collateral), any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms Subordinated Obligations of such Palomino Party unless and conditions until all obligations of such Palomino Party then due and owing under the Reimbursement Agreement and the other Related Documents have been paid and satisfied in full. Any payment on any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default Subordinated Obligation collected or received by Guarantor after an Event of Default has occurred and is continuing under any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the Bank and shall forthwith be paid over to the Bank to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of Guarantor under any other provision of this Guaranty. (b) In furtherance and not in limitation of Section 5.2(a): (i) until the Guaranteed Obligations have been paid in full, the Letter of Credit has expired, and this Guaranty has terminated in accordance with Section 7.1, upon any distribution of all or any of the assets of any Palomino Party indebted to Guarantor to creditors of such Palomino Party upon the dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief, or composition of such Palomino Party or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the benefit of Lendercreditors or any other marshalling of the assets and liabilities of such Palomino Party or otherwise, any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Obligations of such Palomino Party to Guarantor, shall be paid or delivered directly to the Bank to be credited and applied against the Guaranteed Obligations; and (ii) Guarantor agrees that, until the Guaranteed Obligations have been paid in full, the Letter of Credit has expired, and this Guaranty has terminated in accordance with Section 7.1, it shall not commence, or join with any amount so collected shall be turned over creditor other than the Bank in commencing, any proceeding against any Palomino Party referred to Lender upon demandin Section 5.2(b)(i).

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Parent Issuer or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Parent Issuer, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Parent Issuer, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees SF1:728512 5 that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Parent Issuer or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Parent Issuer, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Parent Issuer now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Parent Issuer to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Guarantied Party now has or may hereafter have against Company and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be Guarantied party and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents any right of contribution Guarantor now has or may hereafter have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in against any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions guarantor of any of the Loan Documents are Guarantied Obligations in effect; provided, however, respect thereof. Guarantor further agrees that, notwithstanding anything to the contrary contained hereinextent the agreement to withhold the exercise of its rights of subrogation, if no Potential Event reimbursement, indemnification and contribution as set forth herein is found by a court of Default competent jurisdiction to be void or Event voidable for any reason, any rights of Default has occurred and is continuing under subrogation, reimbursement or indemnification Guarantor may have against Company or against any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment collateral or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of Lendersecurity, and any amount so collected rights of contribution Guarantor may have against any such other guarantor, shall be turned over junior and subordinate to Lender upon demandany rights Guarantied Parties may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right Guarantied Parties may have against such other guarantor.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full and the commitments to lend under the Finance Documents have terminated, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any of its assets in connection with this Agreement or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guaranteed Obligations shall have been paid in full, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, 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 unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guaranteed Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guaranteed Party or the other Beneficiaries may have against Company, to all right, title and interest Guaranteed Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guaranteed Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully or other payment obligations of Company now or hereafter held by Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guaranteed Obligations, and in issuing documents, instruments any such indebtedness of Company to Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guaranteed Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guaranteed Party on behalf of Beneficiaries and shall forthwith be paid over to Guaranteed Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guaranteed Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of (a) Each any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower hereby irrevocably or any other Loan Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Borrower or any other Loan Party, (ii) any right to time enforce, or to such participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower or any other Loan Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification 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, reimbursement or indemnification such Guarantor may have against Borrower pursuant to or any agreementother Loan Party or against any collateral or security, whether secured or unsecured, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Borrower or any other Loan Party, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Borrower or any other Loan Party now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments or agreements any such indebtedness of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the other Loan Documents are in effect; provided, however, that, notwithstanding anything Party to the contrary contained herein, if no Potential Event of Default a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of 92806623_4 Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution Guarantor shall have against any other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, and to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated, each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, 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 unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under continuing, and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. Until the Guarantied Obligations (other than Unasserted Obligations and obligations under the Lender Swap Agreements) shall have been paid in full and the Commitments shall have terminated, all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to the applicable Issuing Lender) and the Lender Swap Agreements have been paid in full (or the obligations thereunder have been secured by a collateral arrangement reasonably satisfactory to the Swap Counterparty), each Guarantor shall withhold exercise of (a) Each Borrower hereby irrevocably any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case, whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and unconditionally agrees including without limitation (i) any right of subrogation, reimbursement or indemnification that all amounts payable from time such Guarantor now has or may hereafter have against Company, (ii) any right to time enforce, or to such Borrower participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution such Guarantor now has or may hereafter have against any other Borrower pursuant guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any agreementreason, whether secured any rights of subrogation, reimbursement or unsecuredindemnification such Guarantor may have against Company or against any collateral or security, whether and any rights of principal, interest or otherwise, contribution such Guarantor may have against any such other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”)guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such rightscollateral or security, claims and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness are, hereby deferred, postponed and fully of Company now or hereafter held by any Guarantor is subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b) hereof. (b) Until the Obligations under all the Loan Documents have been finally paid in full or fully performed and all the Loan Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Guarantied Obligations, and in issuing documents, instruments any such indebtedness of Company to a Guarantor collected or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Documents are outstanding or any of the terms and conditions of any of the Loan Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or received by such Guarantor after an Event of Default has occurred and is continuing under and any of the Loan Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not amount paid to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx Mae, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment a Guarantor on account of Subordinated any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations shall be received by any Borrower have not been paid in violation of the foregoingfull, such payment shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Lender, Beneficiaries to be credited and any amount so collected shall be turned over to Lender upon demandapplied against the Guarantied Obligations.

Subordination of Other Obligations. (a) Each Borrower hereby irrevocably and unconditionally agrees that all amounts payable from time to time to such Borrower by any other Borrower pursuant to any agreement, whether secured or unsecured, whether of principal, interest or otherwise, other than the amounts referred to in this Article 14 (collectively, the “Subordinated Obligations”), shall be and such rights, claims and indebtedness are, hereby deferred, postponed and fully subordinated in time and right of payment to the prior payment, performance and satisfaction in full of the Obligations; provided, however, that payments may be received by any Borrower in accordance with, and only in accordance with, the provisions of Section 14.08(b14.08 (b) hereof. (b) Until the Obligations under all the Loan Borrower Documents have been finally paid in full or fully performed and all the Loan Borrower Documents have been terminated, each Borrower irrevocably and unconditionally agrees it will not ask, demand, xxx for, take or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner whatsoever, any payment with respect to, or any security or guaranty for, the whole or any part of the Subordinated Obligations, and in issuing documents, instruments or agreements of any kind evidencing the Subordinated Obligations, each Borrower hereby agrees that it will not receive any payment of any kind on account of the Subordinated Obligations, so long as any of the Obligations under all the Loan Borrower Documents are outstanding or any of the terms and conditions of any of the Loan Borrower Documents are in effect; provided, however, that, notwithstanding anything to the contrary contained herein, if no Potential Event of Default or Event of Default or any other event or condition which would constitute an Event of Default after notice or lapse of time or both has occurred and is continuing under any of the Loan Borrower Documents, then payments may be received by such Borrower in respect of the Subordinated Obligations in accordance with the stated terms thereof. Except as aforesaid, each Borrower agrees not to accept any payment or satisfaction of any kind of indebtedness of any other Borrower in respect of the Subordinated Obligations and hereby assigns such rights or indebtedness to Xxxxxx MaeXxx, including the right to file proofs of claim and to vote thereon in connection with any case under any chapter of the Bankruptcy Code, including the right to vote on any plan of reorganization. In the event that any payment on account of Subordinated Obligations shall be received by any Borrower in violation of the foregoing, such payment shall be held in trust for the benefit of LenderXxxxxx Mae, and any amount so collected shall be turned over to Lender Xxxxxx Xxx upon demand.