Common use of Subrogation, etc Clause in Contracts

Subrogation, etc. Upon payment by the Company of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of such Borrowing Subsidiary, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existing.

Subrogation, etc. Upon payment The Borrower will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall in all respects be subordinate and junior in right of payment to otherwise until the prior indefeasible payment in full, in cash, of all Obligations of the Borrower and each other Obligor. Any amount paid to the Borrower on account of any payment made hereunder prior to the payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent Borrower and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount each other Obligor shall be held in trust for the benefit of the Banks Lender Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit Lender Parties and each holder of the Banks to be a Note and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing Subsidiarythe Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement Agreements; provided, however, that if (a) the Borrower has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations of the Borrower or any other Obligor, and (b) all Obligations of the Borrower and each other Obligor have been indefeasibly paid in full, in cash, and all Commitments have been permanently terminated, each Lender Party and each holder of a Note agrees that, at the Borrower's request, the Lender Parties and the holders of the Notes will execute and deliver to be held the Borrower appropriate documents (without recourse and without representation or warranty and at the sole cost and expense of Borrower) necessary to evidence the transfer by subrogation to the Borrower of an interest in the Obligations of the Borrower and each other Obligor resulting from such payment by the Administrative Agent for the benefit Borrower. In furtherance of the Banks foregoing, for so long as collateral security for any Obligations thereafter existingor Commitments remain outstanding, the Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement to any Lender Party or any holder of a Note.

Subrogation, etc. Upon At any time that a payment is made by either Borrower with respect to the Company Obligations, such Borrower shall have a right of contribution against the other Borrower in the maximum amount permitted by applicable law, which right of contribution shall be subject to adjustment at the time of any sum subsequent payment with respect to the Administrative Agent for Obligations; provided, that the ratable benefit maximum aggregate liability of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding hereunder, all either Borrower with respect to such contribution rights of the Company against other Borrower shall not exceed the maximum amount of liability that such Borrowing Subsidiary arising as a result thereoffirst Borrower can incur without rendering such contribution rights void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfers, and not for any greater amount, and provided further, that neither Borrower will exercise any such contribution rights or any other rights which it may acquire by reason of any payment made hereunder, whether by way of right rights of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate Obligations and junior in right the termination of all Commitments. Any amount paid to either Borrower on account of any payment made hereunder prior to the prior indefeasible payment in full of all Obligations other than intercompany payments or reimbursements made in the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance ordinary course of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations businesses of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount each Borrower shall be held in trust for the benefit of the Banks Agent and the Lenders and shall immediately be paid to the Administrative Agent for the benefit of the Banks to be and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryObligations, whether matured or unmatured, in accordance with the terms of this Agreement and the Credit Agreement or to be held by the Administrative Agent for the benefit other Loan Documents. In furtherance of the Banks foregoing, for so long as collateral security for any Obligations thereafter existingObligation or any Commitment remains outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Agreement to the Agent and the Lenders.

Subrogation, etc. Upon Notwithstanding any payment or payments made by the Company Pledgor or the exercise by the Collateral Agent of any sum of the remedies provided under this Agreement or any other Financing Document, until the Secured Obligations have been indefeasibly paid in full in cash or cash equivalents and all commitments of the Senior Secured Parties under the Financing Documents shall have terminated, the Pledgor shall have no claim (as defined in 11 U.S.C. ss. 101(5)) of subrogation to any of the Administrative rights of the Collateral Agent against the Partnership, the Funding Corporation, the Pledged Collateral or any guaranty held by the Collateral Agent for the ratable benefit satisfaction of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations Secured Obligations, nor shall the Pledgor have any claims (as defined in 11 U.S.C. ss. 101(5)) for reimbursement, indemnity, exoneration or contribution from the Partnership or the Funding Corporation in respect of a Borrowing Subsidiary shall remain outstanding payments made by the Pledgor hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of Notwithstanding the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If if any amount shall be paid to the Company Pledgor on account of such subrogation subrogation, reimbursement, indemnity, exoneration or contribution rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expiredtime, such amount shall be held by the Pledgor in trust for the benefit Collateral Agent segregated from other funds of the Banks Pledgor, and shall be paid turned over to the Administrative Collateral Agent for in the benefit exact form received by the Pledgor (duly endorsed by the Pledgor to the Collateral Agent if required) to be applied against the Secured Obligations in such amounts and in such order as the Collateral Agent, upon directions from (x) the Intercreditor Agent acting pursuant to the Intercreditor Agreement or (y) the Senior Secured Parties acting pursuant to Section 7.15 of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryIntercreditor Agreement, whether matured or unmaturedas otherwise expressly provided herein, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existingmay elect.

Subrogation, etc. Upon payment No Pledgor will exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate and junior in right Obligations of the Borrower. Any amount paid to a Pledgor on account of any payment made hereunder prior to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount Borrower shall be held in trust for the benefit of the Banks Lender Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit Lender Parties and each holder of the Banks to be a Note and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing Subsidiarythe Borrower, whether matured or unmatured, in accordance with the terms of the Credit Agreement Agreement; provided, however, that if (a) the relevant Pledgor has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations of the Borrower, and (b) all Obligations of the Borrower have been paid in full and all Revolving Commitments and Letters of Credit have been permanently terminated, each Lender Party and each holder of a Note agrees that, at the relevant Pledgor’s request, the Lender Parties and the holders of the Notes will execute and deliver to be held the relevant Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the relevant Pledgor of an interest in the Obligations of the Borrower resulting from such payment by the Administrative Agent for the benefit relevant Pledgor. In furtherance of the Banks foregoing, for so long as collateral security for any Obligations thereafter existingor Revolving Commitments or Letters of Credit remain outstanding, each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge Agreement to any Lender Party or any holder of a Note.

Subrogation, etc. Upon payment No Guarantor will exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right rights of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in all respects be subordinate full and junior in right of payment cash or in securities otherwise acceptable to the Agent and the Lenders, of all Obligations of the Borrower and each other Credit Party. Any amount paid to a Guarantor on account of any payment made hereunder prior indefeasible to the payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent Borrower and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of each other Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount Party shall be held in trust for the benefit of the Banks Lender Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for and credited and applied, without duplication, against the benefit Obligations of the Banks to be credited Borrower and applied upon the Borrowing Subsidiary Obligations of such Borrowing Subsidiaryeach other Credit Party, whether matured or unmatured, in accordance with the terms of the Credit Agreement Agreement; provided, however, that if (a) such Guarantor has made payment to the Lender Parties and each holder of a Note of all or to be held by the Administrative Agent for the benefit any part of the Banks Obligations of the Borrower or any other Credit Party, and (b) all Obligations of the Borrower and each other Credit Party have been paid in full and all Revolving Commitments have been permanently terminated, each Lender Party and each holder of a Note agrees that, at such Guarantor’s request, the Agent, on behalf of the Lender Parties and the holders of the Notes, will execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations of the Borrower and each other Credit Party resulting from such payment by such Guarantor. In furtherance of the foregoing, for so long as collateral security for any Obligations thereafter existingObligations, Revolving Commitments or Letters of Credit remain outstanding, each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Credit Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party or any holder of a Note.

Subrogation, etc. Upon payment The Grantor will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate and junior in right of payment Secured Obligations. Any amount paid to the Grantor on account of any payment made hereunder prior indefeasible to the payment in full of all the Borrowing Subsidiary Secured Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Lender and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit Lender and each holder of the Banks to be a Note and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiarySecured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement (or other agreement(s) pursuant to be held which such Secured Obligations are outstanding); provided, however, that if (a) the Grantor has made payment to the Lender and each holder of the Notes of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full and the Commitments and any other commitments of the Lender to the Borrower have been permanently terminated, the Lender and each holder of the Notes agrees that, at the Grantor's request, the Lender and such holder of the Notes will execute and deliver to the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor of an interest in the Secured Obligations resulting from such payment by the Administrative Agent for the benefit Grantor. In furtherance of the Banks foregoing, for so long as collateral security for any Secured Obligations thereafter existingor Commitments or any other commitments by the Lender to the Borrower remain outstanding, the Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to the Lender or any holder of the Notes.

Subrogation, etc. Upon payment The Guarantor will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate and junior in right of payment Guaranteed Obligations without regard to the proviso in Section 2.1. Any amount paid to the Guarantor on account of any payment made hereunder prior indefeasible to the payment in full of all the Borrowing Subsidiary Guaranteed Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Collateral Agent and shall immediately be paid to the Administrative Collateral Agent for the benefit of the Banks to be and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Receivables Financing Agreement (or other agreement(s) pursuant to be held which such Guaranteed Obligations are outstanding); provided, however, that if (a) the Guarantor has made payment to the Collateral Agent of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Commitments and other commitments of the Committed Lenders to the Borrower have permanently terminated, the Collateral Agent agrees that, at the Guarantor's request, the Collateral Agent will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by the Administrative Agent for the benefit Guarantor. In furtherance of the Banks foregoing, for so long as collateral security for any Guaranteed Obligations thereafter existingor Commitments and other commitments of the Lenders to the Borrower remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this MFN Guaranty to the Collateral Agent.

Subrogation, etc. Upon Notwithstanding any payment or payments made by ------------------ such Pledgor or the Company exercise by Collateral Agent of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations remedies provided under this Stock Pledge Agreement or any of a Borrowing Subsidiary the Financing Documents, each Pledgor shall remain outstanding hereunder, all have no claim (as defined in 11 U.S.C. (S) 101(5)) of subrogation to any of the rights of the Company Holders against such Borrowing Subsidiary arising as a result thereofIssuer, any Pledgor or any Collateral or guaranty held by way the Holders of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent Senior Secured Notes and the BanksPermitted Additional Senior Lenders, if any, for the satisfaction of any of the Obligations, nor shall such Pledgor have any claims (as defined in 11 U.S.C. (S) 101(5)) for reimbursement, indemnity, exoneration or contribution from Issuer in respect of payments made by such Pledgor hereunder. In furtherance of Notwithstanding the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If if any amount shall be paid to the Company a Pledgor on account of such subrogation subrogation, reimbursement, indemnity, exoneration or contribution rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expiredtime, such amount shall be held by such Pledgor in trust for the benefit Holders of the Banks Senior Secured Notes, and Permitted Additional Senior Lenders if any, segregated from other funds of such Pledgor, and shall be paid turned over to the Administrative Collateral Agent for the benefit of the Banks to be credited Holders of the Senior Secured Notes and applied upon the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryPermitted Additional Senior Lenders, whether matured or unmaturedif any, in accordance with the terms of the Credit Agreement or exact form received by such Pledgor (duly endorsed by such Pledgor to be held by the Administrative Collateral Agent for the benefit of Trustee, the Banks Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, if required), to be applied against such amounts in such order as collateral security for any Obligations thereafter existingCollateral Agent may elect.

Subrogation, etc. Upon (a) Each Creditor Party agrees that notwithstanding the source of any Enforcement Proceeds on deposit in, or credited to the Enforcement Proceeds Account from time to time, that all such Enforcement Proceeds shall be applied as provided for in Section 6.11. (b) In the event that the Enforcement Proceeds applied to repay any of the outstanding Senior Debt Obligations in accordance with Section 6.11 are derived from any Mortgage or Lien granted in respect of the Collateral in favor of any Secured Party (the “Principal Secured Party”) other than the Secured Party (the “Repaid Secured Party”) receiving payment in respect of its Senior Debt Obligations, then the Principal Secured Party shall be subrogated to the extent of the payments in respect of such Senior Debt Obligations to the extent so paid to the Repaid Secured Party (the “Subrogated Senior Debt Obligations”) to the rights of the Repaid Secured Party to receive payments and distributions of cash, property and securities applicable to such Subrogated Senior Debt Obligations. For purposes of such subrogation, no payments or distributions to any Repaid Secured Party of any Enforcement Proceeds to such Repaid Secured Party shall be deemed to be a payment or distribution by the Company or any other Grantor in respect of the Subrogated Senior Debt Obligations held by such Repaid Secured Party. The subrogation rights of any sum Principal Secured Party shall be subject to the Administrative Agent for provisions of Section 6.11 with respect to the ratable benefit repayment of any Bank as provided above, so long as any of the Borrowing Subsidiary Subrogated Senior Debt Obligations. (c) Promptly upon the request of any Principal Secured Party, each Repaid Secured Party owed any of the Senior Debt Obligations constituting Subrogated Senior Debt Obligations of a Borrowing Subsidiary such Principal Secured Party shall remain outstanding hereunderexecute and deliver such documents as may be required under the Financing Documents relating to such Senior Debt Obligations to effect an assignment or transfer of such Senior Debt Obligations to such Principal Secured Party. The Company and each other Grantor agrees that any Principal Secured Party which is assigned or transferred any of the Senior Debt Obligations pursuant to this Section 6.12(c) may, to the fullest extent permitted by Applicable Law, exercise all its rights of payments (including the right of set-off) with respect to such Senior Debt Obligations as fully as if such Principal Secured Party were the original direct creditor of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance respect of the foregoing, and not in limitation thereof, amount of the Company agrees that until the Borrowing Subsidiary Senior Debt Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, so assigned or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiarytransferred. If any amount No Creditor Party shall be paid required to the Company on account of such subrogation rights at pay any time prior assignment or transfer fee to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid any agent in full, the Commitment has terminated connection with any assignment or transfer contemplated by this Section 6.12(c) and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount no consent from any Person shall be held required in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of connection with any such Borrowing Subsidiary, whether matured assignment or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existingtransfer.

Subrogation, etc. Upon payment Guarantor will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall until the prior final payment, in full and in cash, of all respects be subordinate and junior in right Guaranteed Obligations. Any amount paid to Guarantor on account of any payment made hereunder prior to the prior indefeasible final payment in full of all the Borrowing Subsidiary Guaranteed Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Agent and the Lenders and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit and each holder of the Banks to be a Note and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement (or other agreement(s) pursuant to be held by which such Guaranteed Obligations are outstanding); provided that if (a) Guarantor has made payment to the Administrative Agent for the benefit and each holder of a Note of all or any part of the Banks Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Commitments and any other commitments of the Lenders to the Borrowers have been permanently terminated, the Agent and each holder of a Note agrees that, at Guarantor's request, the Agent and such holder of a Note will execute and deliver to Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Guarantor of an interest in the Guaranteed Obligations resulting from such payment by Guarantor. In furtherance of the foregoing, for so long as collateral security for any Guaranteed Obligations thereafter existingor Commitments remain outstanding, Guarantor shall refrain from taking any action or commencing any proceeding against the Borrowers (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to the Agent or any holder of a Note.

Subrogation, etc. Upon payment Guarantor will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall until the prior final payment, in full and in cash, of all respects be subordinate and junior in right Guaranteed Obligations. Any amount paid to Guarantor on account of any payment made hereunder prior to the prior indefeasible final payment in full of all the Borrowing Subsidiary Guaranteed Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Administrative Agent and the Lenders and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit and each holder of the Banks to be a Note and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement (or other agreement(s) pursuant to be held by which such Guaranteed Obligations are outstanding); provided that if (a) Guarantor has made payment to the Administrative Agent for the benefit and each holder of a Note of all or any part of the Banks Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Commitments and any other commitments of the Lenders to the Borrowers have been permanently terminated, the Administrative Agent and each holder of a Note agrees that, at Guarantor's request, the Administrative Agent and such holder of a Note will execute and deliver to Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Guarantor of an interest in the Guaranteed Obligations resulting from such payment by Guarantor. In furtherance of the foregoing, for so long as collateral security for any Guaranteed Obligations thereafter existingor Commitments remain outstanding, Guarantor shall refrain from taking any action or commencing any proceeding against the Borrowers (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to the Administrative Agent or any holder of a Note.

Subrogation, etc. Upon payment AMD Inc. will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement, or otherwise, shall in until all respects be subordinate and junior in right of payment to Advances under the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall Loan Agreement have been paid repaid in full, and the Commitment has terminated and all Letters commitments of Credit issued for the Banks under or arising out of the Operative Documents shall have terminated. Any amount paid to AMD Inc. on account of any payment made hereunder prior to such Borrowing Subsidiary have expired, the Company time shall withhold exercise not be commingled with assets of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount AMD Inc. and shall immediately be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated Security Agent and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon against the Borrowing Subsidiary Guaranteed Obligations of such Borrowing Subsidiary, whether matured or unmatured, in accordance with the terms of the Credit applicable Operative Document pursuant to which such Guaranteed Obligations are outstanding; provided, however, that if -------- ------- (a) AMD Inc. has made payment to the Security Agent of all or any part of the Guaranteed Obligations, and (b) all Advances under the Loan Agreement or to be held by have been repaid in full and the Administrative Agent for the benefit commitments of the Banks under or arising out of the Operative Documents shall have terminated, AMD Saxonia, the Security Agent, the Agent, the Paying Agent, and each Bank agree that, at AMD Inc.'s request and expense, AMD Saxonia, the Security Agent, the Agent, the Paying Agent, or such Bank (as collateral security the case may be) will execute and deliver to AMD Inc. appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to AMD Inc. of an interest in the Guaranteed Obligations resulting from such payment by AMD Inc. In furtherance of the foregoing, for so long as any Obligations thereafter existingAdvances under the Loan Agreement remain unpaid or the Banks have any commitments under any of the Operative Documents, AMD Inc. shall refrain from taking any action or commencing any proceeding against AMD Holding (or its successors or assigns, whether in connection with a bankruptcy proceeding, or otherwise) to recover any amounts in respect of payments made under this Guaranty to AMD Saxonia, the Security Agent, the Paying Agent, the Agent, or any Bank.

Subrogation, etc. Upon payment The Guarantor will not exercise any rights which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate and junior in right of payment Guaranteed Obligations. Any amount paid to the Guarantor on account of any payment made hereunder prior indefeasible to the payment in full of all the Borrowing Subsidiary Guaranteed Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Collateral Agent and shall immediately be paid to the Administrative Collateral Agent for the benefit of the Banks to be and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Receivables Financing Agreement (or other agreement(s) pursuant to be held which such Guaranteed Obligations are outstanding); provided, however, that if (a) the Guarantor has made payment to the Collateral Agent of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Commitments and other commitments of the Committed Lenders to the Borrower have permanently terminated, the Collateral Agent agrees that, at the Guarantor's request, the Collateral Agent will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by the Administrative Agent for the benefit Guarantor. In furtherance of the Banks foregoing, for so long as collateral security for any Guaranteed Obligations thereafter existingor Commitments and other commitments of the Lenders to the Borrower remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Seller Guaranty to the Collateral Agent.

Subrogation, etc. Upon payment The Guarantor will not exercise any rights ---------------- which it may acquire by the Company reason of any sum to the Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right rights of subrogation subrogation, reimbursement or otherwise, shall until the prior indefeasible payment, in full and in cash, of all respects be subordinate and junior in right of payment Obligations. Any amount paid to the Guarantor on account of any payment made hereunder prior to the indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks Lender Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Banks to be and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing SubsidiaryObligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement Agreement; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been indefeasibly paid in full and the obligation of the Issuing Lender to be held issue Letters of Credit on the Application of a Subsidiary of the Guarantor has been permanently terminated, each Lender Party and each holder of a Note agrees that, at the Guarantor's request, the Agent, on behalf of the Lender Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Administrative Agent for the benefit Guarantor. In furtherance of the Banks foregoing, for so long as collateral security for any Obligations thereafter existingor Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Subsidiary Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party or any holder of a Note.

Subrogation, etc. Upon (a) Each Creditor Party agrees that notwithstanding the source of any Enforcement Proceeds on deposit in, or credited to the Enforcement Proceeds Account from time to time, that all such Enforcement Proceeds shall be applied as provided for in Section 6.11. (b) In the event that the Enforcement Proceeds applied to repay any of the outstanding Senior Debt Obligations in accordance with Section 6.11 are derived from any Mortgage or Lien granted in respect of the Collateral in favor of any Secured Party (the "Principal Secured Party") other than the Secured Party (the "Repaid Secured Party") receiving payment in respect of its Senior Debt Obligations, then the Principal Secured Party shall be subrogated to the extent of the payments in respect of such Senior Debt Obligations to the extent so paid to the Repaid Secured Party (the "Subrogated Senior Debt Obligations") to the rights of the Repaid Secured Party to receive payments and distributions of cash, property and securities applicable to such Subrogated Senior Debt Obligations. For purposes of such subrogation, no payments or distributions to any Repaid Secured Party of any Enforcement Proceeds to such Repaid Secured Party shall be deemed to be a payment or distribution by the Company or any other Grantor in respect of the Subrogated Senior Debt Obligations held by such Repaid Secured Party. The subrogation rights of any sum Principal Secured Party shall be subject to the Administrative Agent for provisions of Section 6.11 with respect to the ratable benefit repayment of any Bank as provided above, so long as any of the Borrowing Subsidiary Subrogated Senior Debt Obligations. (c) Promptly upon the request of any Principal Secured Party, each Repaid Secured Party owed any of the Senior Debt Obligations constituting Subrogated Senior Debt Obligations of a Borrowing Subsidiary such Principal Secured Party shall remain outstanding hereunderexecute and deliver such documents as may be required under the Financing Documents relating to such Senior Debt Obligations to effect an assignment or transfer of such Senior Debt Obligations to such Principal Secured Party. The Company and each other Grantor agrees that any Principal Secured Party which is assigned or transferred any of the Senior Debt Obligations pursuant to this Section 6.12(c) may, to the fullest extent permitted by Applicable Law, exercise all its rights of payments (including the right of set-off) with respect to such Senior Debt Obligations as fully as if such Principal Secured Party were the original direct creditor of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance respect of the foregoing, and not in limitation thereof, amount of the Company agrees that until the Borrowing Subsidiary Senior Debt Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, so assigned or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiarytransferred. If any amount No Creditor Party shall be paid required to the Company on account of such subrogation rights at pay any time prior assignment or transfer fee to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid any agent in full, the Commitment has terminated connection with any assignment or transfer contemplated by this Section 6.12(c) and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount no consent from any Person shall be held required in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of connection with any such Borrowing Subsidiary, whether matured assignment or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existingtransfer.

Subrogation, etc. Upon At any time that a payment is made by any Guarantor with respect to the Company Obligations, such Guarantor shall have a right of contribution against each other Obligor and each other Obligor shall have an obligation to indemnify such Guarantor in the maximum amount permitted by Applicable Law, which right of contribution and indemnity shall be subject to adjustment at the time of any sum subsequent payment with respect to the Administrative Agent for Obligations; PROVIDED, HOWEVER, that the ratable benefit maximum aggregate liability of any Bank as provided aboveGuarantor shall not exceed the maximum amount of liability that such Guarantor can incur without rendering such contribution and indemnity rights void or voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfers, so long as and not for any greater amount; PROVIDED, FURTHER, HOWEVER, that no Guarantor will exercise any rights which it may acquire by reason of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding any payment made hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, whether by way of right rights of subrogation subrogation, reimbursement or otherwise, shall until the prior payment, in full and in cash, of all respects be subordinate Obligations of the Borrowers and junior in right each other Obligor. Any amount paid to any Guarantor on account of any payment made hereunder prior to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent Borrowers and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount each other Obligor shall be held in trust for the benefit of the Banks Lender Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Banks to be and credited and applied upon against the Borrowing Subsidiary Obligations of such Borrowing Subsidiarythe Borrowers and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement Agreement; PROVIDED, HOWEVER, that if (a) any Guarantor has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations of the Borrowers or any other Obligor, and (b) all Obligations of the Borrowers and each other Obligor have been paid in full and all Commitments and Letters of Credit have expired or been permanently terminated, at such Guarantor's request, the Administrative Agent, on behalf of the Lender Parties and the holders of the Notes, will execute and deliver to be such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations of the Borrowers and each other Obligor resulting from such payment by such Guarantor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, each Guarantor shall refrain from taking any action or commencing any proceeding against either Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any Lender Party or any holder of a Note. Each Guarantor hereby waives any benefit of, and any right to participate in, any collateral now or hereafter held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existingLender Party.

Subrogation, etc. Upon payment (a) The holder of the Subordinated Indebtedness hereby waives all rights to be subrogated to the rights of the holder of the Senior Indebtedness in respect of payments or distributions of assets of, or ownership interests in, the Companies and WC Holdings, or any of them, made on the Senior Indebtedness, except (i) in the event all outstanding obligations with respect to the Senior Indebtedness are paid in full by the Company Subordinated Lender and the obligation of the Senior Lender to extend further credit to the Companies under the Senior Loan Documents is terminated and (ii) as provided in Sections 3.5(b) and (c), below. (b) If any payment or distribution to which the Subordinated Lender would otherwise have been entitled (but for the provisions of this Agreement) shall have been turned over, and retained by, the Senior Lender or otherwise applied to the payment of the Senior Indebtedness pursuant to the provisions of this Agreement and retained by the Senior Lender, then the Subordinated Lender shall be entitled to receive from the Senior Lender (unless otherwise required by the order of any sum court of competent jurisdiction) any payments or distributions received and retained by the Senior Lender in excess of the amount sufficient to pay all Senior Indebtedness in full, and upon payment in full of the Senior Indebtedness and termination of the Senior Lender's obligation to extend further credit to the Administrative Agent for Companies under the ratable benefit of any Bank as provided aboveSenior Loan Documents, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary Subordinated Lender shall remain outstanding hereunder, be subrogated to all rights of the Company against such Borrowing Subsidiary arising as a result thereofSenior Lender to receive all further payments or distributions applicable to the Senior Indebtedness, and, to the extent permitted by way of right of subrogation or otherwiselaw, shall in all respects be subordinate and junior in right of payment to have the prior indefeasible payment in full benefit of all liens and security interests of the Borrowing Subsidiary Obligations Senior Lender in the assets and properties of that Borrowing Subsidiary to the Administrative Agent WC Holdings and the Banks. In furtherance of the foregoingCompanies, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary Subordinated Indebtedness shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid the Subordinated Lender has been subrogated to the Company on account rights of the Senior Lender pursuant to the operation of this Section 3.5, WC Holdings and the Companies shall take, and the Senior Lender, at the sole cost and expense of the Subordinated Lender, shall take, all reasonable actions requested by the Subordinated Lender in order to enable the Subordinated Lender to obtain payments from WC Holdings and the Companies with respect to such subrogation rights at any time prior as soon as reasonably possible. For purposes of the Subordinated Lender's subrogation rights hereunder, payments to the date when Senior Lender with respect to the Borrowing Subsidiary Obligations of such Borrowing Subsidiary Senior Indebtedness that the Subordinated Lender would have been paid entitled to receive with respect to the Subordinated Indebtedness but for the provisions of this Agreement shall not, as between WC Holdings, the Companies, their creditors (other than the Senior Lender) and the Subordinated Lender, be deemed payments with respect to the Senior Indebtedness, but rather, shall be deemed payments with respect to the Subordinated Indebtedness, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of the Senior Indebtedness, on the one hand, and the holders of the Subordinated Indebtedness, on the other hand. (c) If any payment or distribution to which any Subordinated Lender would otherwise have been entitled but for the provisions of this Agreement shall have been applied, pursuant to the provisions of this Agreement, to the payment of the Senior Indebtedness and retained by the Senior Lender, then and in such case, the Subordinated Lender shall be entitled to receive from the Senior Lender (unless otherwise required by the order of any court of competent jurisdiction) any payments or distributions received and retained by the Senior Lender in excess of the amount sufficient to pay all of the Senior Indebtedness in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of such Borrowing Subsidiary, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existing.

Subrogation, etc. Upon payment by the Company of any sum to the ---------------- Administrative Agent for the ratable benefit of any Bank as provided above, so long as any of the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall remain outstanding hereunder, all rights of the Company against such Borrowing Subsidiary arising as a result thereof, by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations of that Borrowing Subsidiary to the Administrative Agent and the Banks. In furtherance of the foregoing, and not in limitation thereof, the Company agrees that until the Borrowing Subsidiary Obligations of a Borrowing Subsidiary shall have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, the Company shall withhold exercise of any right of subrogation, or any right to enforce any remedy which the Administrative Agent or any Bank may have against that Borrowing Subsidiary. If any amount shall be paid to the Company on account of such subrogation rights at any time prior to the date when the Borrowing Subsidiary Obligations of such Borrowing Subsidiary have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of such Borrowing Subsidiary have expired, such amount shall be held in trust for the benefit of the Banks and shall be paid to the Administrative Agent for the benefit of the Banks to be credited and applied upon the Borrowing Subsidiary Obligations of such Borrowing Subsidiary, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent for the benefit of the Banks as collateral security for any Obligations thereafter existing.