Common use of Subrogation; Certain Agreements Clause in Contracts

Subrogation; Certain Agreements. (a) Each Guarantor waives any and all rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary may now or hereafter have in respect of the Guarantied Obligations against the Company or any other Obligor, any and all benefits of and rights to participate in any collateral, whether real or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other Obligor, under Applicable Law, or otherwise, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in full. Without limitation, each Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in full. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied in accordance with the terms of this Agreement and the other Investment Documents upon the Guarantied Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the Beneficiary. (b) Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each other Obligor and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances.

Subrogation; Certain Agreements. (a) Each Guarantor waives any and all rights of subrogationTHE GUARANTORS WAIVE ANY AND ALL RIGHTS OF SUBROGATION, indemnityINDEMNITY OR REIMBURSEMENT, contribution or reimbursementANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, and any and all benefits of and rights to enforce any powerRIGHT OR REMEDY THAT THE SELLER MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE GUARANTEED OBLIGATIONS AGAINST THE BUYER OR ANY OTHER OBLIGOR, right or remedy that the Beneficiary may now or hereafter have in respect of the Guarantied Obligations against the Company or any other ObligorANY AND ALL BENEFITS OF AND RIGHTS TO PARTICIPATE IN ANY COLLATERAL, any and all benefits of and rights to participate in any collateralWHETHER REAL OR PERSONAL PROPERTY, whether real or personal propertyNOW OR HEREAFTER HELD BY THE SELLER, now or hereafter held by the BeneficiaryAND ANY AND ALL OTHER RIGHTS AND CLAIMS (AS DEFINED IN THE BANKRUPTCY CODE) THE GUARANTORS MAY HAVE AGAINST THE BUYER OR ANY OTHER OBLIGOR, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other ObligorUNDER APPLICABLE LAW OR OTHERWISE, under Applicable LawAT LAW OR IN EQUITY, or otherwiseBY REASON OF ANY PAYMENT HEREUNDER, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in fullUNLESS AND UNTIL THE GUARANTEED OBLIGATIONS SHALL HAVE BEEN PAID IN FULL. Without limitation, each the Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company Buyer with respect to the Guarantied Guaranteed Obligations unless and until all the Guarantied Guaranteed Obligations shall have been paid in full. If, notwithstanding the foregoing, any amount shall be paid to any the Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Beneficiary Seller and shall forthwith be paid to the Beneficiary Seller to be held as collateral or credited and applied in accordance with the terms of this Agreement and the other Investment Documents SPA upon the Guarantied Guaranteed Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the BeneficiarySeller. (b) Each Guarantor assumes The Guarantors assume the responsibility for being and keeping itself themselves informed of the financial condition of the Company Buyer and each other Obligor obligor and of all other circumstances bearing upon the risk of non-payment nonpayment of the Guarantied Guaranteed Obligations that diligent inquiry would reveal, and agrees that the Beneficiary Seller shall have no duty to advise any Guarantor the Guarantors of information regarding such condition or any such circumstances.

Subrogation; Certain Agreements. 3.6.1. EACH GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY, CONTRIBUTION OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, RIGHT OR REMEDY THAT ANY LENDER PARTY MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST THE BORROWER OR ANY OTHER OBLIGOR, ANY AND ALL BENEFITS OF AND RIGHTS TO PARTICIPATE IN ANY COLLATERAL, WHETHER REAL OR PERSONAL PROPERTY, NOW OR HEREAFTER HELD BY ANY LENDER PARTY, AND ANY AND ALL OTHER RIGHTS AND CLAIMS (aAS DEFINED IN THE BANKRUPTCY CODE) Each Guarantor waives any and all rights of subrogationTHE GUARANTOR MAY HAVE AGAINST THE BORROWER OR ANY OTHER OBLIGOR, indemnityUNDER APPLICABLE LAW OR OTHERWISE, contribution or reimbursementAT LAW OR IN EQUITY, and any and all benefits of and rights to enforce any powerBY REASON OF ANY PAYMENT HEREUNDER, right or remedy that the Beneficiary may now or hereafter have in respect of the Guarantied Obligations against the Company or any other Obligor, any and all benefits of and rights to participate in any collateral, whether real or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other Obligor, under Applicable Law, or otherwise, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in fullUNLESS AND UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL. Without limitation, each Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company Borrower with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in full. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Beneficiary Lender Parties and shall forthwith be paid to the Beneficiary Lender Parties to be credited and applied in accordance with the terms of this Agreement and the other Investment Loan Documents upon the Guarantied Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the BeneficiaryAgent. (b) 3.6.2. Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company Borrower and each other Obligor and of all other circumstances bearing upon the risk of non-payment nonpayment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary Lender Parties shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances.

Subrogation; Certain Agreements. (a) Each No Guarantor waives will exercise any and all rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary it may now or hereafter have in respect of the Guarantied Obligations against the Company or any other Obligor, any and all benefits of and rights to participate in any collateral, whether real or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other ObligorGuarantor that arise from the existence, payment, performance or enforcement of any Guarantor's obligations under Applicable Lawthis Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or otherwiseindemnification and any right to participate in any claim or remedy of the Beneficiary against the Company or any other Guarantor or any Collateral, at law whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or any other Guarantor, directly or indirectly, in cash or other property or by set-off or in equityany other manner, by reason payment or security solely on account of any payment hereundersuch claim, remedy or right, unless and until all of the Guarantied Obligations and all other amounts payable under this Guaranty shall have been paid in fullfull in cash. Without limitation, each Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in full. If, notwithstanding the foregoing, If any amount shall be paid to any Guarantor on account in violation of any such rights the immediately preceding sentence at any timetime prior to the payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement and Agreement, or to be held as collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make a payment to the other Investment Documents upon Beneficiary of all of the Guarantied ObligationsObligations or (ii) all of the Guarantied Obligations and all other amounts payable under this Guaranty shall be paid in full in cash, whether maturedthe Beneficiary will, unmaturedat the Guarantor's request and expense, absolute execute and deliver to the Guarantor appropriate documents, without recourse and without representation or contingentwarranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the discretion of Guarantied Obligations resulting from such payment by the BeneficiaryGuarantor. (b) Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each other Obligor and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances.

Subrogation; Certain Agreements. 2.6.1. THE GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY, CONTRIBUTION OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, RIGHT OR REMEDY THAT ANY BENEFICIARY MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST THE BORROWER OR ANY OTHER OBLIGOR, ANY AND ALL BENEFITS OF AND RIGHTS TO PARTICIPATE IN ANY COLLATERAL, WHETHER REAL OR PERSONAL PROPERTY, NOW OR HEREAFTER HELD BY ANY BENEFICIARY, AND ANY AND ALL OTHER RIGHTS AND CLAIMS (aAS DEFINED IN THE BANKRUPTCY CODE) Each Guarantor waives any and all rights of subrogationTHE GUARANTOR MAY HAVE AGAINST THE BORROWER OR ANY OTHER OBLIGOR, indemnityUNDER APPLICABLE LAW OR OTHERWISE, contribution or reimbursementAT LAW OR IN EQUITY, and any and all benefits of and rights to enforce any powerBY REASON OF ANY PAYMENT HEREUNDER, right or remedy that the Beneficiary may now or hereafter have in respect of the Guarantied Obligations against the Company or any other Obligor, any and all benefits of and rights to participate in any collateral, whether real or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other Obligor, under Applicable Law, or otherwise, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in fullUNLESS AND UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL. Without limitation, each subject to Section 2.8.2. the Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company Borrower with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in full. If, notwithstanding the foregoing, any amount shall be paid to any the Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Beneficiary Beneficiaries and shall forthwith be paid to the Beneficiary Agent to be held as Collateral or credited and applied in accordance with the terms of this the Credit Agreement and the other Investment Loan Documents upon the Guarantied Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the BeneficiaryAgent. (b) Each 2.6.2. The Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company Borrower and each other Obligor and of all other circumstances bearing upon the risk of non-payment nonpayment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary Beneficiaries shall have no duty to advise any the Guarantor of information regarding such condition or any such circumstances. 2.6.3. The Guarantor agrees that the books and records of the Beneficiaries showing the account between the Beneficiaries and the Borrower shall be admissible in any proceeding or action and shall constitute prima facie proof of the items therein set forth. The Guarantor agrees that it shall be bound by each and every ruling, order and judgment obtained by any Beneficiary against the Borrower or other Obligor in respect of the Obligations, whether or not the Guarantor is a party to, or has received notice of, the action or proceeding in which such ruling, order or judgment is issued and rendered.

Subrogation; Certain Agreements. (ai) Each Guarantor waives Subsidiary hereby expressly consents and agrees that it will not exercise any and all rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary it may now or hereafter have in respect against any other Subsidiary or Company Party that arise from the existence, payment, performance or enforcement of the Guarantied Obligations against the Company any Subsidiary's obligations under this guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any other Obligor, any and all benefits of and rights right to participate in any collateral, whether real claim or personal property, now or hereafter held by the Beneficiary, and remedy of Secured Party against any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company Subsidiary or any other ObligorCompany Party or any Collateral, whether or not such claim, remedy or right arises in equity or under Applicable Lawcontract, statute or otherwisecommon law, at law including, without limitation, the right to take or receive from any other Subsidiary or other Company Party, directly or indirectly, in cash or other property or by set-off or in equityany other manner, by reason payment or security solely on account of any payment hereunder, unless and until the Obligations shall have been paid in full. Without limitation, each Guarantor shall exercise no voting rights, shall file no such claim, and shall not participate remedy or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in fullright. If, notwithstanding the foregoing, If any amount shall be paid to any Guarantor on account Subsidiary in violation of any such rights the immediately preceding sentence at any timetime prior to the payment in full in cash of the Guarantied Obligations and all other amounts payable under this guaranty, such amount shall be held in trust for the benefit of the Beneficiary Secured Party and shall forthwith be paid to the Beneficiary Secured Party to be credited and applied to the Guarantied Obligations and all other amounts payable under this guaranty, whether matured or unmatured, in accordance with the terms of this Agreement and the guaranty, or to be held as collateral for any Guarantied Obligations or other Investment Documents upon the Guarantied Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the Beneficiary. amounts payable under this guaranty thereafter arising. If (bi) Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each other Obligor and any Subsidiary shall make a payment to Secured Party of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would revealor (ii) all of the Guarantied Obligations and all other amounts payable under this guaranty shall be paid in full in cash, Secured Party will, at the Subsidiary's request and agrees that expense, execute and deliver to the Beneficiary shall have no duty Subsidiary appropriate documents, without recourse and without representation or warranty, necessary to advise any Guarantor evidence the transfer by subrogation to the Subsidiary of information regarding such condition or any such circumstances.an interest in the

Subrogation; Certain Agreements. (a) Each Guarantor waives hereby expressly consents and agrees that, at any time prior to the payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, he will not exercise any rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary he may now or hereafter have against any other Obligor that arise from the existence, payment, performance or enforcement of Guarantor’s obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in respect any claim or remedy of the Guarantied Obligations Beneficiary against any other Obligor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the Company right to take or receive from any other Obligor, any and all benefits of and rights to participate directly or indirectly, in cash or other property or by set-off or in any collateralother manner, whether real payment or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other Obligor, under Applicable Law, or otherwise, at law or in equity, by reason security solely on account of any payment hereunder, unless and until the Obligations shall have been paid in full. Without limitation, each Guarantor shall exercise no voting rights, shall file no such claim, and shall not participate remedy or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in fullright. If, notwithstanding the foregoing, If any amount shall be paid to any Guarantor on account in violation of any such rights the immediately preceding sentence at any timetime prior to the payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement and Guaranty, or to be held as collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. If (i) Guarantor shall make a payment to the other Investment Documents upon Beneficiary of all of the Guarantied ObligationsObligations or (ii) all of the Guarantied Obligations and all other amounts payable under this Guaranty shall be paid in full in cash, whether maturedthe Beneficiary will, unmaturedat Guarantor’s request and expense, absolute execute and deliver to Guarantor appropriate documents, without recourse and without representation or contingentwarranty, necessary to evidence the transfer by subrogation to Guarantor of an interest in the discretion of the BeneficiaryGuarantied Obligations resulting from such payment by Guarantor. (b) Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each any other Obligor and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances. (c) Guarantor agrees that the Unsecured Notes and books and records of the Beneficiary showing the account between the Beneficiary and any other Obligor shall be admissible in any action, suit or other proceeding and shall constitute prima facie proof of the item therein set forth. Guarantor agrees that he shall be bound by each and every ruling, order and judgment obtained by the Beneficiary against any other Obligor in respect of the Guarantied Obligations, whether or not Guarantor is a party to, or has received notice of, such action, suit or other proceeding in which such ruling, order or judgment is issued or rendered.

Subrogation; Certain Agreements. 5.1 GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY, CONTRIBUTION OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, RIGHT OR REMEDY THAT BENEFICIARY MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST THE OBLIGOR AND ANY AND ALL OTHER RIGHTS AND CLAIMS (aAS DEFINED IN THE BANKRUPTCY CODE) Each Guarantor waives any and all rights of subrogationGUARANTOR MAY HAVE AGAINST THE OBLIGOR, indemnityUNDER APPLICABLE LAW OR OTHERWISE, contribution or reimbursementAT LAW OR IN EQUITY, and any and all benefits of and rights to enforce any powerBY REASON OF ANY PERFORMANCE OR ANY PAYMENT HEREUNDER, right or remedy that the Beneficiary may now or hereafter have in respect of the Guarantied Obligations against the Company or any other Obligor, any and all benefits of and rights to participate in any collateral, whether real or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other Obligor, under Applicable Law, or otherwise, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in fullUNLESS AND UNTIL THE OBLIGATIONS SHALL HAVE BEEN PERFORMED OR PAID IN FULL. Without limitation, each Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company Obligor with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been performed or paid in full. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied in accordance with to the terms of this Agreement and the other Investment Documents upon the Guarantied Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the Beneficiary. (b) Each 5.2 Guarantor assumes the responsibility for being and keeping itself himself informed of the financial condition of the Company Obligor and each any other Obligor guarantor and of all other circumstances bearing upon the risk of non-payment nonpayment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances.

Subrogation; Certain Agreements. (a) Each Guarantor waives hereby expressly consents and agrees that, at any time prior to the payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, it will not exercise any rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary it may now or hereafter have against any other Obligor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in respect any claim or remedy of the Guarantied Obligations Beneficiary against any other Obligor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the Company right to take or receive from any other Obligor, any and all benefits of and rights to participate directly or indirectly, in cash or other property or by set-off or in any collateralother manner, whether real payment or personal property, now or hereafter held by the Beneficiary, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other Obligor, under Applicable Law, or otherwise, at law or in equity, by reason security solely on account of any payment hereunder, unless and until the Obligations shall have been paid in full. Without limitation, each Guarantor shall exercise no voting rights, shall file no such claim, and shall not participate remedy or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in fullright. If, notwithstanding the foregoing, If any amount shall be paid to any Guarantor on account in violation of any such rights the immediately preceding sentence at any timetime prior to the payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement and Guaranty, or to be held as collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make a payment to the other Investment Documents upon Beneficiary of all of the Guarantied ObligationsObligations or (ii) all of the Guarantied Obligations and all other amounts payable under this Guaranty shall be paid in full in cash, whether maturedthe Beneficiary will, unmaturedat such Guarantor’s request and expense, absolute execute and deliver to such Guarantor appropriate documents, without recourse and without representation or contingentwarranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the discretion of the BeneficiaryGuarantied Obligations resulting from such payment by such Guarantor. (b) Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each any other Obligor and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any such Guarantor of information regarding such condition or any such circumstances. (c) Each Guarantor agrees that the Notes and books and records of the Beneficiary showing the account between the Beneficiary and any other Obligor shall be admissible in any action, suit or other proceeding and shall constitute prima facie proof of the item therein set forth. Each Guarantor agrees that it shall be bound by each and every ruling, order and judgment obtained by the Beneficiary against any other Obligor in respect of the Guarantied Obligations, whether or not such Guarantor is a party to, or has received notice of, such action, suit or other proceeding in which such ruling, order or judgment is issued or rendered.

Subrogation; Certain Agreements. (a) Each Guarantor waives Subsidiary hereby expressly consents and agrees that it will not exercise any and all rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary it may now or hereafter have in respect against any other Subsidiary or Company Party that arise from the existence, payment, performance or enforcement of the Guarantied Obligations against the Company any Subsidiary's obligations under this guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any other Obligor, any and all benefits of and rights right to participate in any collateral, whether real claim or personal property, now or hereafter held by remedy of the Beneficiary, and Purchaser against any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company Subsidiary or any other ObligorCompany Party or any Collateral, whether or not such claim, remedy or right arises in equity or under Applicable Lawcontract, statute or otherwisecommon law, at law including, without limitation, the right to take or receive from any other Subsidiary or other Company Party, directly or indirectly, in cash or other property or by set-off or in equityany other manner, by reason payment or security solely on account of any payment hereunder, unless and until the Obligations shall have been paid in full. Without limitation, each Guarantor shall exercise no voting rights, shall file no such claim, and shall not participate remedy or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in fullright. If, notwithstanding the foregoing, If any amount shall be paid to any Guarantor on account Subsidiary in violation of any such rights the immediately preceding sentence at any timetime prior to the payment in full in cash of the Obligations and all other amounts payable under this guaranty, such amount shall be held in trust for the benefit of the Beneficiary Purchaser and shall forthwith be paid to the Beneficiary Purchaser to be credited and applied to the Obligations and all other amounts 110 payable under this guaranty, whether matured or unmatured, in accordance with the terms of this Agreement guaranty, or to be held as collateral for any Obligations or other amounts payable under this guaranty thereafter arising. If (i) any Subsidiary shall make a payment to the Purchaser of all of the Obligations or (ii) all of the Obligations and all other amounts payable under this guaranty shall be paid in full in cash, the other Investment Documents upon Purchaser will, at the Guarantied ObligationsSubsidiary's request and expense, whether maturedexecute and deliver to the Subsidiary appropriate documents, unmaturedwithout recourse and without representation or warranty, absolute or contingent, necessary to evidence the transfer by subrogation to the Subsidiary of an interest in the discretion of Obligations resulting from such payment by the BeneficiarySubsidiary. (b) Each Guarantor Subsidiary assumes the responsibility for being and keeping itself informed of the financial condition of the any other Subsidiary or other Company and each other Obligor Party and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary Purchaser shall have no duty to advise any Guarantor Subsidiary of information regarding such condition or any such circumstances. (c) Each Subsidiary agrees that the Note and books and records of the Purchaser showing the account between the Purchaser and any other Subsidiary shall be admissible in any action, suit or other proceeding and shall constitute PRIMA FACIE proof of the item therein set forth. Each Subsidiary agrees that it shall be bound by each and every ruling, order and judgment obtained by the Purchaser against any other Subsidiary or other Company Party in respect of the Obligations, whether or not such Subsidiary is a party to, or has received notice of, such action, suit or other proceeding in which such ruling, order or judgment is issued or rendered. 111

Subrogation; Certain Agreements. (a) Each Guarantor waives any and all rights of subrogationTHE GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, indemnityINDEMNITY OR REIMBURSEMENT, contribution or reimbursementAND ANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, and any and all benefits of and rights to enforce any powerRIGHT OR REMEDY THAT ANY BENEFICIARY MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST THE COMPANY OR ANY OTHER OBLIGOR, right or remedy that the Beneficiary may now or hereafter have in respect of the Guarantied Obligations against the Company or any other ObligorANY AND ALL BENEFITS OF AND RIGHTS TO PARTICIPATE IN ANY COLLATERAL, any and all benefits of and rights to participate in any collateralWHETHER REAL OR PERSONAL PROPERTY, whether real or personal propertyNOW OR HEREAFTER HELD BY ANY BENEFICIARY, now or hereafter held by the BeneficiaryAND ANY AND ALL OTHER RIGHTS AND CLAIMS (AS DEFINED IN THE BANKRUPTCY CODE) THE GUARANTOR MAY HAVE AGAINST THE COMPANY OR ANY OTHER OBLIGOR, and any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company or any other ObligorUNDER APPLICABLE LAW OR OTHERWISE, under Applicable LawAT LAW OR IN EQUITY, or otherwiseBY REASON OF ANY PAYMENT HEREUNDER, at law or in equity, by reason of any payment hereunder, unless and until the Obligations shall have been paid in fullUNLESS AND UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL. Without limitation, each the Guarantor shall exercise no voting rights, shall file no claim, and shall not participate or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in full. If, notwithstanding the foregoing, any amount shall be paid to any the Guarantor on account of any such rights at any time, such amount shall be held in trust for the benefit of the Beneficiary Beneficiaries and shall forthwith be paid to the Beneficiary Collateral Agent to be held as Collateral or credited and applied in accordance with the terms of this the Common Terms Agreement and the other Investment Pari Passu Financing Documents upon the Guarantied Obligations, whether matured, unmatured, absolute or contingent, in the discretion of the BeneficiaryCollateral Agent. (b) Each Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each other Obligor and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary shall have no duty to advise any Guarantor of information regarding such condition or any such circumstances.

Subrogation; Certain Agreements. (a) Each Guarantor waives Subsidiary hereby expressly consents and agrees that it will not exercise any and all rights of subrogation, indemnity, contribution or reimbursement, and any and all benefits of and rights to enforce any power, right or remedy that the Beneficiary it may now or hereafter have in respect against any other Subsidiary or Company Party that arise from the existence, payment, performance or enforcement of the Guarantied Obligations against the Company any Subsidiary's obligations under this guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any other Obligor, any and all benefits of and rights right to participate in any collateral, whether real claim or personal property, now or hereafter held by remedy of the Beneficiary, and Purchaser against any and all other rights and claims (as defined in the Bankruptcy Code) the Guarantor may have against the Company Subsidiary or any other ObligorCompany Party or any Collateral, whether or not such claim, remedy or right arises in equity or under Applicable Lawcontract, statute or otherwisecommon law, at law including, without limitation, the right to take or receive from any other Subsidiary or other Company Party, directly or indirectly, in cash or other property or by set-off or in equityany other manner, by reason payment or security solely on account of any payment hereunder, unless and until the Obligations shall have been paid in full. Without limitation, each Guarantor shall exercise no voting rights, shall file no such claim, and shall not participate remedy or appear in any bankruptcy or insolvency case involving the Company with respect to the Guarantied Obligations unless and until all the Guarantied Obligations shall have been paid in fullright. If, notwithstanding the foregoing, If any amount shall be paid to any Guarantor on account Subsidiary in violation of any such rights the immediately preceding sentence at any timetime prior to the payment in full in cash of the Obligations and all other amounts payable under this guaranty, such amount shall be held in trust for the benefit of the Beneficiary Purchaser and shall forthwith be paid to the Beneficiary Purchaser to be credited and applied to the Obligations and all other amounts payable under this guaranty, whether matured or unmatured, in accordance with the terms of this Agreement guaranty, or to be held as collateral for any Obligations or other amounts payable under this guaranty thereafter arising. If (i) any Subsidiary shall make a payment to the Purchaser of all of the Obligations or (ii) all of the Obligations and all other amounts payable under this guaranty shall be paid in full in cash, the other Investment Documents upon Purchaser will, at the Guarantied ObligationsSubsidiary's request and expense, whether maturedexecute and deliver to the Subsidiary appropriate documents, unmaturedwithout recourse and without representation or warranty, absolute or contingent, 115 necessary to evidence the transfer by subrogation to the Subsidiary of an interest in the discretion of Obligations resulting from such payment by the BeneficiarySubsidiary. (b) Each Guarantor Subsidiary assumes the responsibility for being and keeping itself informed of the financial condition of the any other Subsidiary or other Company and each other Obligor Party and of all other circumstances bearing upon the risk of non-payment of the Guarantied Obligations that diligent inquiry would reveal, and agrees that the Beneficiary Purchaser shall have no duty to advise any Guarantor Subsidiary of information regarding such condition or any such circumstances. (c) Each Subsidiary agrees that the Note and books and records of the Purchaser showing the account between the Purchaser and any other Subsidiary shall be admissible in any action, suit or other proceeding and shall constitute prima facie proof of the item therein set forth. Each Subsidiary agrees that it shall be bound by each and every ruling, order and judgment obtained by the Purchaser against any other Subsidiary or other Company Party in respect of the Obligations, whether or not such Subsidiary is a party to, or has received notice of, such action, suit or other proceeding in which such ruling, order or judgment is issued or rendered.