Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any under the other Person and waives provisions of the benefit of, or any right to participate in, any collateral now or hereafter held by Lenderguaranty contained herein. No claim which any Guarantor may have against any other guarantor Any Indebtedness of any of the Obligations or against any Borrower, to the extent not subordinated and postponed Loan Party permitted pursuant to this Section, Section 6.01(d) shall be enforced nor any payment accepted until subordinated to such Loan Party’s Obligations in the Obligations are paid manner set forth in fullthe Intercompany Note evidencing such Indebtedness.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor expressly subordinates shall not exercise any rights against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Secured Party or subrogation which its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor may have will not claim any set-off or counterclaim against a the Borrower as a guarantor in respect of any liability of the Obligations Guarantor to the Borrower; and the Guarantor waives any benefit of and any other legal or equitable claim against a Borrower arising out right to participate in any collateral which may be held by the Secured Party. The payment of any amounts due with respect to any indebtedness of the Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations by Obligations. The Guarantor or from agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it will not demand, xxx for this Guaranty, or otherwise attempt to collect after such time any such indebtedness of the Borrower to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Party and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Secured Party on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agents or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any other Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and any other the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Transaction Party to Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Beneficiary under any Borrower, separate subordination agreement which Beneficiary may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender Vicis under the Obligations shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Vicis in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones waives any right to enforce any remedy that Lender Vicis now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderVicis. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullfull and all such payments are not subject to any right of recovery.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any Indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such Indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Administrator, any Purchaser Agent or any Purchaser against Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrator, each Purchaser Agent and any other each Purchaser against Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out Originator in respect of any liability of Performance Guarantor to Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrator, any Purchaser Agent or any Purchaser. The payment of any amounts due with respect to any indebtedness of Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones performance in full of all Obligations, the Guarantors shall not exercise any rights against the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim for reimbursement, contribution, indemnity in competition with the Creditor in respect of any payment hereunder in bankruptcy or subrogation which Guarantor may have insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against a Borrower as a guarantor the Debtor in respect of any liability of the Obligations Guarantors to the Debtor; and the Guarantors waive any benefit of and any other legal or equitable claim against a Borrower arising out right to participate in any collateral that may be held by the Creditor. The payment of any amounts due with respect to any indebtedness of the Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations by Obligations. The Guarantor or from agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, the Guarantors will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of the Debtor to the Guarantors until all amounts owing to Lender under the Obligations shall have been paid or performed in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all the Guarantors shall collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditor and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Creditor on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantors under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower Issuer as a guarantor of the Obligations and any other legal or equitable claim against a Borrower Issuer arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender Vicis under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of BorrowerIssuer. Until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Issuer in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Vicis in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender Vicis now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderVicis. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any BorrowerIssuer, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones performance in full of all Obligations (other than inchoate indemnification obligations), the Guarantors shall not exercise any rights against the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of in competition with the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Creditor in respect of payments made by Guarantor any payment hereunder in connection with this Guaranty, bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Debtor in respect of amounts realized by Lender in connection with any collateral for liability of the Obligations, Guarantors to the Debtor; and Guarantor expressly subordinates the Guarantors waive any benefit of and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, in any collateral that may be held by the Creditor. The payment of any amounts due with respect to any indebtedness of the Debtor now or hereafter held by Lenderthe Guarantor is hereby subordinated to the prior payment in full of the Obligations. No claim which any The Guarantor may have against any other guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Debtor to the Guarantors until the Obligations (other than inchoate indemnification obligations) shall have been paid or performed in full. If, notwithstanding the foregoing sentence, the Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Creditor and be paid over to the Creditor on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantors under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor expressly subordinates shall not exercise any rights against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Secured Party or subrogation which its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor may have will not claim any set-off or counterclaim against a the Borrower as a guarantor in respect of any liability of the Obligations Guarantor to the Borrower; and the Guarantor waives any benefit of and any other legal or equitable claim against a Borrower arising out right to participate in any collateral which may be held by the Secured Party. The payment of any amounts due with respect to any indebtedness of the Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations by Obligations. The Guarantor or from agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it will not demand, sxx for this Guaranty, or otherwise attempt to collect after such time any such indebtedness of the Borrower to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Party and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Secured Party on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower or any other Guarantor to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the preceding sentence, any Guarantor shall, prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations, until all collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of the all Obligations and any other legal or equitable claim and all obligations of the Borrower to any affiliate of the Secured Party, no Guarantor shall exercise any rights against a the Borrower arising out as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Secured Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Guarantor will claim any set-off or counterclaim against the Borrower in respect of any liability of any Guarantor to the Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Secured Party or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Obligations by Obligations. Each Guarantor or from agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it will not demand, xxx for this Guaranty, or otherwise attempt to collect after such time any such indebtedness of the Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Party and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Secured Party on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of any Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower Issuer as a guarantor of the Obligations and any other legal or equitable claim against a Borrower Issuer arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender Vicis under the Obligations shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of BorrowerIssuer. Until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Issuer in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Vicis in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones waives any right to enforce any remedy that Lender Vicis now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderVicis. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any BorrowerIssuer, to the extent not subordinated and postponed waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullfull and all such payments are not subject to any right of recovery.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any claim for reimbursementright or remedy arising by reason of any performance by it of its guarantee in Section 7.01, contributionwhether by subrogation or otherwise, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor or any other Guarantor of any of the Guaranteed Obligations and or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any Indebtedness of Borrowers or any other legal Guarantor now or equitable claim against a Borrower arising out hereafter owing to any Guarantor or Borrowers by reason of any payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the payment Guaranteed Obligations. In addition, any Indebtedness of the Obligations Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for or from the proceeds otherwise attempt to collect any such Indebtedness of any collateral for this Guaranty, Borrowers to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of the all Obligations and any other legal or equitable claim against a Borrower arising out and all obligations of the Debtor to the Creditor, the Guarantor shall not exercise any rights against the Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Debtor in respect of any liability of the Guarantor to the Debtor; and the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Creditor. The payment of any amounts due with respect to any indebtedness of the Obligations Debtor now or hereafter held by the Guarantor or from is hereby subordinated to the proceeds prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any collateral default in the payment or performance of the Obligations, the Guarantor will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of the Debtor to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditor and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Creditor on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor expressly subordinates shall not exercise any rights against the Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Creditor in respect of any payment hereunder in bankruptcy or subrogation which insolvency proceedings of any nature; the Guarantor may have will not claim any set-off or counterclaim against a Borrower as a guarantor the Debtor in respect of any liability of the Obligations Guarantor to the Debtor; and the Guarantor waives any benefit of and any other legal or equitable claim against a Borrower arising out right to participate in any collateral that may be held by the Creditor. The payment of any amounts due with respect to any indebtedness of the Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations by Obligations. The Guarantor or from agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, the Guarantor will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of the Debtor to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid or performed in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditor and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Creditor on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender Seatac under the Obligations shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender Seatac under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender Seatac under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Seatac in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones waives any right to enforce any remedy that Lender Seatac now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderSeatac. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullfull and all such payments are not subject to any right of recovery.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any Indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sxx for this Guaranty, or otherwise attempt to collect any such Indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursementNotwithstanding anything to the contrary contained herein, contributioneach Performance Guarantor: (a) hereby waives until the Final Payout Date all rights of subrogation (whether contractual, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor under Section 509 of the Obligations United States Bankruptcy Code, at law or in equity or otherwise) to the claims of any Beneficiary against any Originator and any other all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of such Performance Guarantor's obligations hereunder, (b) will not claim against a Borrower arising out any setoff, recoupment or counterclaim in respect of any liability of any Originator to such Performance Guarantor and (c) waives any benefit of and any right to participate in any collateral security which may be held by any Beneficiary. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to such Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Each Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Obligations, such Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to such Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, any Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for the Beneficiaries and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in limitation, derogation of the foregoing waiver, until all amounts owing any rights and remedies of any Beneficiary under any separate subordination agreement which any Beneficiary may at any time and from time to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection time enter into with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullPerformance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, Notwithstanding anything to the extent not subordinated and postponed pursuant to this Sectioncontrary contained herein, shall be enforced nor any payment accepted until the Obligations are paid in full, Provider: (A) will not enforce or otherwise exercise any right of subrogation to any of the rights of any Recipient, the Agent or any Purchaser against any Originator, (B) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of each Recipient (including each Purchaser) against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against such Originator that arise from the existence or performance of Provider’s obligations hereunder, (C) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Provider to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient (including any Purchaser). The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Originator to Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider as trustee for Recipients (and their respective assigns) and be paid over to Recipients (or their respective assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of any Recipient under any separate subordination agreement which such Recipient may at any time and from time to time enter into with Provider.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any under the other Person and waives provisions of the benefit of, or any right to participate in, any collateral now or hereafter held by Lenderguaranty contained herein. No claim which any Guarantor may have against any other guarantor Any Indebtedness of any of the Obligations or against any Borrower, to the extent not subordinated and postponed Loan Party permitted pursuant to this Section, Section 6.01(d) shall be enforced nor any payment accepted until subordinated to such Loan Party's Obligations in the Obligations are paid manner set forth in fullthe Intercompany Note evidencing such Indebtedness.

Subrogation; Subordination. The Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which the Guarantor may have against a Borrower Issuer as a guarantor of the Obligations and any other legal or equitable claim against a Borrower Issuer arising out of the payment of the Obligations by the Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender Vicis under the Obligations shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, the Guarantor hereby agrees that no payment by the Guarantor pursuant to this Guaranty shall constitute the Guarantor a creditor of BorrowerIssuer. Until all amounts owing to Lender Vicis under the Obligations shall have been paid in full, no Guarantor shall not seek any reimbursement from any Borrower Issuer in respect of payments made by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Vicis in connection with any collateral for the Obligations, and the Guarantor expressly subordinates and postpones waives any right to enforce any remedy that Lender Vicis now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderVicis. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any BorrowerIssuer, to the extent not subordinated and postponed waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullfull and all such payments are not subject to any right of recovery.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor Any indebtedness of the Obligations and Borrower, any Subsidiary Guarantor or any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral Guaranteed Party now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any INSW is hereby subordinated to the indebtedness of the Obligations or against any Borrower, such Subsidiary Guarantor or such other Guaranteed Party to the extent not subordinated Secured Creditors, and postponed pursuant such indebtedness of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party to this SectionINSW, if the Administrative Agent or the Collateral Agent, after the occurrence and during the continuance of an Event of Default, so requests, shall be collected, enforced nor and received by INSW as trustee for the Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower, the Subsidiary Guarantors or the other Guaranteed Parties to the Secured Creditors, but without affecting or impairing in any payment accepted manner the liability of INSW under the other provisions of this Guaranty. Without limiting the generality of the foregoing, INSW hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until the all Guaranteed Obligations are have been irrevocably paid in fullfull in cash.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Administrator, any Purchaser Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrator, each Purchaser Agent and each Purchaser against any other Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrator, any Purchaser Agent or any Purchaser. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates Until the final payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of all of the Obligations and any and all other legal or equitable claim against a Borrower arising out obligations of the Borrowers to Agent and the other Secured Parties or any affiliate of Agent and the other Secured Parties, no Guarantor shall exercise any rights against the Borrowers arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with Agent and the other Secured Parties or such affiliate in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; no Guarantor will not claim any setoff, recoupment or counterclaim against the Borrowers in respect of any liability of such Guarantor to any Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Agent and/or the other Secured Parties or any such affiliate. The payment of any amounts due with respect to any indebtedness of any Borrowers now or hereafter owed to any Guarantor is hereby subordinated to the prior payment in full of all of the Obligations by and any and all other obligations of the Borrowers to Agent and the other Secured Parties or any affiliate of Agent and the other Secured Parties. Each Guarantor or from agrees that, after the proceeds occurrence of any collateral Default or Event or Default, such Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of any Borrower to such Guarantor until all amounts owing to Lender under of the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for Agent and the other Secured Parties and be paid over to Agent for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Secured Parties on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of such Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower or any other Guarantor to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the preceding sentence, any Guarantor shall, prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations, until all collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Until the payment and performance in full of all Guarantied Obligations, no Guarantor expressly subordinates shall exercise any rights against the Borrower arising as a result of payment by such Guarantor hereunder, by way of subrogation or otherwise, (the Secured Party having no duty or obligation to take any action at any time to protect or preserve any right of subrogation) and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with Secured Party or subrogation its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Guarantor will claim any set-off or counterclaim against the Borrower in respect of any liability of such Guarantor to the Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which Guarantor may have against a Borrower as a guarantor be held by Secured Party. The payment of any amounts due with respect to any indebtedness of the Obligations and Borrower now or hereafter held by any other legal or equitable claim against a Borrower arising out Guarantor is hereby subordinated to the prior payment in full of the Guarantied Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations by Guarantor or from Guarantied Obligations, after the proceeds expiration of any collateral applicable grace period, if any, it will not demand, xxx for this Guaranty, or otherwise attempt to collect after such time any such indebtedness of the Borrower to such Guarantor until all amounts owing to Lender under the Guarantied Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Party and be paid over to the Secured Party on account of the Guarantied Obligations without affecting in connection with any manner the liability of the Guarantors under the other provisions of this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of the all Obligations and any other legal or equitable claim against a Borrower arising out and all obligations of the Borrowers to any affiliate of the Agent and the Lenders, the Guarantors shall not exercise any rights against the Borrowers arising as a result of payment by the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Agent and the Lenders or their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Borrowers in respect of any liability of the Guarantors to the Borrowers; and the Guarantors waive any benefit of and any right to participate in any collateral which may be held by the Agent or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Obligations Borrowers now or hereafter held by Guarantor or from the proceeds Guarantors is hereby subordinated to the prior payment in full of the Obligations. The Guarantors agree that after the occurrence of any collateral default in the payment or performance of the Obligations, the Guarantors will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Borrowers to the Guarantors until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all the Guarantors shall collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral the Guarantors as trustee for the Obligations, Agent and Guarantor expressly subordinates the Lenders and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Agent on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantors under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. The Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones satisfaction in full in cash of all Guaranteed Obligations it shall not exercise any claim for reimbursementright or remedy arising by reason of any performance by it of its guarantee in Section 10.1, contributionwhether by subrogation or otherwise, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor the Issuer of any of the Guaranteed Obligations and or any other legal or equitable claim against a Borrower arising out security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of the Obligations Issuer now or hereafter owing to any Guarantor by Guarantor or from the proceeds reason of any collateral for this Guaranty, until all amounts owing to Lender payment by such Guarantor under the Guaranty in this Section 10 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. The Guarantor agrees that it will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Issuer to such Guarantor until the Note Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, notwithstanding the foregoing sentence, the Guarantor shall prior to the indefeasible payment in full in cash of the Guaranteed Obligations collect, enforce or receive, whether partial or complete, voluntary or involuntary, and not in limitationwhether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of the foregoing waiverIssuer is dissolved or if substantially all of the assets of the Issuer are sold, until all then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Holders and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Holders on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of the Obligations are paid in fullGuarantor under the other provisions of the guarantee contained herein.

Subrogation; Subordination. (a) No Guarantor expressly subordinates and postpones shall exercise any claim for reimbursementrights which it may acquire by way of subrogation hereunder, contributionby any payment made by it hereunder or otherwise, indemnity or subrogation until such date on which Guarantor may have against a Borrower as a guarantor all of the Obligations and other obligations then due and payable, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If any other legal or equitable claim against a Borrower arising out amount shall be paid to any Guarantor on account of the payment such subrogation rights at any time when all of the Obligations by Guarantor or and all such other obligations then due and payable shall not have been paid in full, such amount shall be held in trust for the benefit of the Bank, shall be segregated from the proceeds other funds of such Guarantor and shall forthwith be paid over to the Bank to be applied in whole or in part by the Bank against the Obligations and all such other obligations then due and payable, whether matured or unmatured. If (i) the Guarantors shall make payment to the Bank of all or any portion of the Obligations and/or such other obligations then due and payable and (ii) all of the Obligations and all such other obligations then due and payable shall be paid in full, the Bank shall, at the request of the Guarantors, execute and deliver to the Guarantors (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to any Guarantor of an interest in the Obligations resulting from such payment by such Guarantor, such subrogation to be fully subject and subordinate, however, to the collection by the Bank of all amounts due to the Bank by the Borrower under the Loan Documents and any other guaranties or indemnities executed in connection with the Notes and any Letter of Credit, if issued. (b) If, upon or after the occurrence of an Event of Default, any Guarantor shall advance or become obligated to pay any sums toward the construction, completion or equipment of or on any Project, or in the event that for any reason whatsoever the Borrower or any subsequent owner or user of all or any portion of any Project is now, or shall hereafter become, indebted to any Guarantor, or in the event any Guarantor shall become entitled to cash flow from all or any portion of any Project, such Guarantor agrees that the amount of such sums and of such indebtedness, together with all interest thereon, shall at all times be fully subordinate as to lien (if any), time and right of payment, rights against the collateral for this Guarantytherefor (if any) and in all the respects, to all sums, including principal, interest and all fees and other amounts, at any time owing to the Bank under the Loan Agreement or any of the other Loan Documents and that such Guarantor shall not be entitled to enforce or receive payment thereof until all amounts such sums then owing or contingently owed to Lender under the Obligations shall Bank have been paid in full. In furtheranceIf, and not in limitationupon or after the occurrence of an Event of Default, any amounts shall be paid to any Guarantor on account of any claim set forth at any time when all of the foregoing waiver, until all amounts owing to Lender Obligations under the Obligations Loan Documents shall not have been paid satisfied in full, Guarantor hereby agrees that no payment such amount shall be held in trust by Guarantor pursuant such Guarantor, and shall forthwith be paid over to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing the Bank, to Lender under the Obligations shall have been paid be held or applied, in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, whole or in respect of amounts realized part, by Lender in connection with any collateral for the Bank against the Obligations, and Guarantor expressly subordinates and postpones whether matured or unmatured. Nothing herein contained is intended or shall be construed to give to the Guarantors any right to enforce of subrogation in or under the Loan Agreement or any remedy that Lender now has or hereafter may have against any other Person and waives of the benefit of, Loan Documents or any right to participate inin any way therein or in the right, title or interest of the Bank in or to all or any portion of any Project, any collateral now improvements on all or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor portion of any Project, notwithstanding any payments made by the Guarantors to or toward the construction, completion or equipment of the Obligations any Project or against any Borrower, payment relating thereto or with respect to the extent not subordinated Notes, any Letter of Credit, if issued, or any payments made by the Guarantors under this Guaranty, all such rights of subrogation and postponed pursuant to this Section, shall be enforced nor any payment accepted participation being hereby expressly waived and released by the Guarantors until all Obligations under the Obligations are paid Loan Documents have been satisfied in full. (c) Notwithstanding any other provision in this Agreement, if any Guarantor is or at any time becomes an "insider" of the Borrower as such term is defined in ss.101 of the Federal Bankruptcy Code, such Guarantor hereby irrevocably waives any and all rights to which it may be entitled by operation of law or otherwise, upon making any payment hereunder, to be subrogated to the rights of the Bank against the Borrower with respect to such payment, or otherwise to be reimbursed, indemnified or exonerated by the Borrower in respect thereof.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Administrative Agent or any Lender against the Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent and any other the Purchaser against the Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against the Originator that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out the Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Administrative Agent or the Purchaser. The payment of any amounts due with respect to any indebtedness of the Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations by Guaranteed Obligations. Performance Guarantor or from agrees that, after the proceeds occurrence of any collateral default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against any Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any Indebtedness of any Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds any Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such Indebtedness of any Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Until the payment and performance in full in cash of all Obligations, the Guarantor expressly subordinates shall not exercise any rights against any Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Administrative Agent and/or the Lenders or subrogation which any of their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor may have will not claim any set-off or counterclaim against a any Borrower as a guarantor in respect of any liability of the Obligations Guarantor to any Guarantor; and the Guarantor waives any benefit of and any other legal right to participate in any collateral which may be held by the Administrative Agent, any Lender or equitable claim against a Borrower arising out any such affiliate. The payment of any amounts due with respect to any indebtedness of the Borrowers now or hereafter held by the Guarantors is hereby subordinated to the prior payment in full in cash of the Obligations by Obligations. The Guarantor agrees that it will not demand, xxx for or from otherwise attempt to collect any such indebtedness of the proceeds of any collateral for this Guaranty, Borrowers to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in fullfull in cash. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Administrative Agent and Guarantor expressly subordinates the Lenders and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of the Obligations are paid in fullGuarantor under the other provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates Until the final payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of all of the Obligations and any and all other legal or equitable claim against a Borrower arising out obligations of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing Borrowers to Lender under or any affiliate of Lender, no Guarantor shall exercise any rights against the Obligations shall have been paid in full. In furtheranceBorrowers arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in limitation, of the foregoing waiver, until all amounts owing to competition with Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower or such affiliate in respect of payments made by any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; no Guarantor in connection with this Guarantywill not claim any setoff, recoupment or counterclaim against the Borrowers in respect of amounts realized by Lender in connection with any collateral for the Obligations, liability of such Guarantor to any Borrower; and each Guarantor expressly subordinates waives any benefit of and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, in any collateral security which may be held by Lender or any such affiliate. The payment of any amounts due with respect to any indebtedness of any Borrowers now or hereafter held by Lender. No claim which owed to any Guarantor may have against any other guarantor is hereby subordinated to the prior payment in full of any all of the Obligations and any and all other obligations of the Borrowers to Lender or against any Borroweraffiliate of Lender. Each Guarantor agrees that, after the occurrence of any Default or Event or Default, such Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of any Borrower to such Guarantor until Full Payment of all of the extent not subordinated and postponed pursuant Obligations. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness prior to this SectionFull Payment, such amounts shall be collected, enforced nor any payment accepted until and received by such Guarantor as trustee for Lender and be paid over to Lender on account of the Obligations are paid without affecting in fullany manner the liability of such Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Guarantor expressly subordinates Notwithstanding anything to the contrary contained herein, until the Performance Obligations are paid and postpones performed in full, the Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, any of the Purchasers or any of the Agents against any Originator or Servicer, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient or any of the Agents or Purchasers against any Originator or Servicer and any other all contractual, statutory or legal or equitable claim rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against a Borrower arising out any Originator or Servicer that arise from the existence or performance of the Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator or Servicer in respect of any liability of the Performance Guarantor to such Originator or Servicer, and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or the Administrative Agent. The payment of the Obligations by Guarantor or from the proceeds any amounts due with respect to any indebtedness of any collateral Originator or Servicer now or hereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all monetary Performance Obligations. The Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Performance Obligations, the Performance Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of any Originator or Servicer to the Performance Guarantor until all amounts owing to Lender under of the Performance Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Recipient (and the Administrative Agent as its assignee) and be paid over to the Administrative Agent (as Recipient’s assignee) on account of the Performance Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in limitation, derogation of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor any rights and remedies of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, Recipient (or any right to participate in, of its assigns) under any collateral now separate subordination agreement which Recipient (or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against its assigns) may at any Borrower, time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Until the Termination Date, Guarantor expressly subordinates and postpones suspends any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower the Borrowers as a guarantor of the Obligations and any other legal or equitable claim against a Borrower the Borrowers arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to the Lender under the Obligations (other than contingent indemnification obligations) shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrowerthe Borrowers. Until all amounts owing to Lender under the Obligations shall have been paid in fullTermination Date, Guarantor shall not seek any reimbursement from any Borrower the Borrowers in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by the Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones suspends any right to enforce any remedy that the Lender now has or hereafter may have against any other Person and waives suspends the benefit of, or any right to participate in, any collateral now or hereafter held by the Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrowerthe Borrowers, to the extent not subordinated and postponed suspended pursuant to this Section, shall be enforced nor any payment accepted until the Obligations Termination Date and all such payments are paid in fullnot subject to any right of recovery.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Administrator, any Purchaser Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrator, each Purchaser Agent and each Purchaser against any other Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrator, any Purchaser Agent or any Purchaser. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, sue for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Until the Termination Date each Guarantor expressly subordinates and postpones suspends any claim for reimbursement, contribution, indemnity or subrogation which such Guarantor may have against a Borrower the Borrowers as a guarantor of the Obligations and any other legal or equitable claim against a Borrower the Borrowers arising out of the payment of the Obligations by such Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations (other than contingent indemnification obligations) shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, each Guarantor hereby agrees that no payment by such Guarantor pursuant to this Guaranty shall constitute such Guarantor a creditor of Borrowerthe Borrowers. Until all amounts owing to Lender under the Obligations shall have been paid in full, Termination Date each Guarantor shall not seek any reimbursement from any Borrower the Borrowers in respect of payments made by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and such Guarantor expressly subordinates and postpones suspends any right to enforce any remedy that Lender now has have or hereafter may have against any other Person and waives suspends the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrowerthe Borrowers, to the extent not subordinated and postponed suspended pursuant to this Section, shall be enforced nor any payment accepted until the Obligations Termination Date and all such payments are paid in fullnot subject to any right of recovery.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Borrower to any affiliate of the Lender, the Guarantor expressly subordinates shall not exercise any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursementin competition with the Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrower in respect of any liability of the Guarantor to the Borrower; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Lender or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower to the Guarantor, contributionnow existing or hereafter arising, indemnity is hereby subordinated to the prior payment in full of the Obligations, provided that so long as no default in the payment or subrogation which Guarantor may have against a Borrower as a guarantor performance of the Obligations has occurred and is continuing, or no demand for payment of any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by has been made that remains unsatisfied, the Borrower may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or from other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, the Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Borrower to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Lender and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that the Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates Until the final payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of all of the Obligations and any and all other legal or equitable claim against a Borrower arising out obligations of the Borrowers to Agent and the other Secured Parties or any affiliate of Agent and the other Secured Parties, no Guarantor shall exercise any rights against the Borrowers arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with Agent and the other Secured Parties or such affiliate in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; no Guarantor will not claim any setoff, recoupment or counterclaim against the Borrowers in respect of any liability of such Guarantor to any Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Agent and/or the other Secured Parties or any such affiliate. The payment of any amounts due with respect to any indebtedness of any Borrowers now or hereafter owed to any Guarantor is hereby subordinated to the prior payment in full of all of the Obligations by and any and all other obligations of the Borrowers to Agent and the other Secured Parties or any affiliate of Agent and the other Secured Parties. Each Guarantor or from agrees that, after the proceeds occurrence of any collateral Default or Event or Default, such Guarantor will not demand, sxx for this Guaranty, or otherwise attempt to collect any such indebtedness of any Borrower to such Guarantor until all amounts owing to Lender under of the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness while any Obligations are still outstanding, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for Agent and the other Secured Parties and be paid over to Agent for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Secured Parties on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of such Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full each Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agents or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any other Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of such Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Originator in respect of any liability of such Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to either Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Each Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, such Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to such Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, either Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with each Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and any other the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Obligations, Performance Guarantor will not demand, sue for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Transaction Party to Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Beneficiary under any Borrower, separate subordination agreement which Beneficiary may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor by Guarantor or from the proceeds reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of Borxxxer to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in full. In furtherance, full in cash and not in limitation, all Commitments of the Lenders under this Agreement have expired or been terminated. If, notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek prior to the indefeasible payment in full in cash of the Guaranteed Obligations and expiration or termination of all Commitments of the Lenders under this Agreement collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the ObligationsLead Arranger, the Agents, the Issuing Lender and Guarantor expressly subordinates the Lenders and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditors and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Provider: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agent or any Purchaser against Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and any other the Purchasers against Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against Originator that arise from the existence or performance of Provider's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out Originator in respect of any liability of Provider to Originator, and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guarantor Obligations, Provider will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to Provider until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Provider.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of the all Guaranteed Obligations and any other legal or equitable claim against a Borrower arising out and all obligations of the Borrowers to any affiliate of the Bank, the Guarantor shall not exercise any rights against the Borrowers arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrowers in respect of any liability of the Guarantor to the Borrowers; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Bank or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Obligations Borrowers now or hereafter held by the Guarantor or from is hereby subordinated to the proceeds prior payment in full of the Guaranteed Obligations. The Guarantor agrees that after the occurrence of any collateral default in the payment or performance of the Guaranteed Obligations, the Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Borrowers to the Guarantor until all amounts owing to Lender under the Guaranteed Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Bank and be paid over to the Bank on account of the Guaranteed Obligations without affecting in connection with any manner the liability of the Guarantor under the other provisions of this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Each Subsidiary Guarantor hereby agrees that no until the indefeasible payment by Guarantor pursuant to and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Revolving Credit Commitments of the Lenders under this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor Agreement it shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones exercise any right to enforce or remedy arising by reason of any remedy that Lender now has performance by it of its guarantee in Section 6.01, whether by subrogation or hereafter may have otherwise, against any other Person and waives the benefit of, Borrower or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Guaranteed Obligations or against any Borrower, security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness of Borrower or any other Subsidiary Guarantor now or hereafter owing to any Subsidiary Guarantor by reason of any payment by such Subsidiary Guarantor under the Guarantee in this Section 6 is hereby subordinated to the extent prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that it will not subordinated and postponed pursuant demand, sue xxx or otherwise attempt to this Section, shall be enforced nor collect any payment accepted such indebtedness of Borrower to such Subsidiary Guarantor until the Obligations are shall have been indefeasibly paid in fullfull in cash. If, notwithstanding the foregoing sentence, any Subsidiary Guarantor shall prior to the indefeasible payment in full in cash of the Guaranteed Obligations collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Subsidiary Guarantor as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Subsidiary Guarantor under the other provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, any Agent or any Purchaser against Tenneco Operating or Pullman, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and any other the Purchasers against Tenneco Operating or Pullman and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against Tenneco Operating or Pullman that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out Tenneco Operating or Pullman in respect of any liability of Performance Guarantor to Tenneco Operating or Pullman and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agents or the Purchasers. The payment of any amounts due with respect to any indebtedness of Tenneco Operating or Pullman now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Tenneco Operating or Pullman to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates Until the final payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of all of the Obligations and any and all other legal or equitable claim against a Borrower arising out obligations of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing Borrowers to Lender under or any affiliate of Lender, no Guarantor shall exercise any rights against the Obligations shall have been paid in full. In furtheranceBorrowers arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in limitation, of the foregoing waiver, until all amounts owing to competition with Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower or such affiliate in respect of payments made by any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; no Guarantor in connection with this Guarantywill not claim any setoff, recoupment or counterclaim against the Borrowers in respect of amounts realized by Lender in connection with any collateral for the Obligations, liability of such Guarantor to any Borrower; and each Guarantor expressly subordinates waives any benefit of and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, in any collateral security which may be held by Lender or any such affiliate. The payment of any amounts due with respect to any indebtedness of any Borrowers now or hereafter held by Lender. No claim which owed to any Guarantor may have against any other guarantor is hereby subordinated to the prior payment in full of any all of the Obligations and any and all other obligations of the Borrowers to Lender or against any Borroweraffiliate of Lender. Each Guarantor agrees that, after the occurrence of any Default or Event or Default, such Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Borrower to such Guarantor until Full Payment of all of the extent not subordinated and postponed pursuant Obligations. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness prior to this SectionFull Payment, such amounts shall be collected, enforced nor any payment accepted until and received by such Guarantor as trustee for Lender and be paid over to Lender on account of the Obligations are paid without affecting in fullany manner the liability of such Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower, PR Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations any amounts due with respect to any indebtedness of Borrower, PR Borrower or any other Guarantor now or hereafter owing to any Guarantor by Guarantor or from the proceeds reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower or PR Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guarantyas trustee for Agents, or in respect of amounts realized by the Issuing Lender in connection with any collateral for and the Obligations, Lenders and Guarantor expressly subordinates Affiliates thereof and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. No Guarantor expressly subordinates shall exercise any rights against any Customer or any other Guarantor arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Agent or subrogation which any Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Guarantor may have will claim any set-off or counterclaim against a Borrower as a guarantor any Customer in respect of any liability of the Obligations Guarantors to any Customer or any other Guarantor; and each Guarantor waives (until the Agent and each Lender is paid in full) any benefit of and any other legal right to participate in any collateral which may be held by the Agent or equitable claim against a Borrower arising out any such affiliate. The payment of any amounts due with respect to any indebtedness of any Customer now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Liabilities, provided that so long as no default in the payment or performance of the Liabilities has occurred and is continuing, or no demand for payment of any of the Obligations by Guarantor Liabilities has been made that remains unsatisfied, the Customers may make and the Guarantors may receive payments or from the proceeds performance of any collateral for this Guaranty, until all amounts owing obligations to Lender Guarantors which are permitted under the Obligations Loan Agreement. Each Guarantor agrees that after the occurrence and during the continuance of any default in the payment or performance of the Liabilities, no Guarantor will demand, sue for or otherwise attempt to collect any such indebtedness of xxy Customer to any Guarantor until the Liabilities shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Agent and be paid over to the Agent on account of the Liabilities without affecting in connection with any manner the liability of such Guarantor under the other provisions of this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones performance in full of all Obligations (other than unasserted or contingent obligations not yet due and payable), the Guarantors shall not exercise any rights against the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim for reimbursement, contribution, indemnity in competition with the Creditor in respect of any payment hereunder in bankruptcy or subrogation which insolvency proceedings of any nature; the Guarantors will not claim any set‑off or counterclaim against the Debtor in respect of any liability of the Guarantors to the Debtor; and the Guarantors waive any benefit of and any right to participate in any collateral that may be held by the Creditor. The payment of any amounts due with respect to any indebtedness of the Debtor now or hereafter held by the Guarantor may have against a Borrower as a guarantor is hereby subordinated to the prior payment in full of the Obligations (other than unasserted or contingent obligations not yet due and payable). The Guarantor agrees that after the occurrence of any other legal default in the payment or equitable claim against a Borrower arising out performance of the payment Obligations, the Guarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Obligations by Guarantor or from Debtor to the proceeds of any collateral for this Guaranty, Guarantors until all amounts owing to Lender under the Obligations shall have been paid or performed in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all the Guarantors shall collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditor and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Creditor on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantors under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor Each of the Performance Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Administrative Agent or the Lenders against the Servicer, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, each of the Performance Guarantors hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of the Administrative Agent or any Lender against the Servicer and any other all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against the Servicer that arises from the existence or performance of the Servicer' obligations hereunder; until the Obligations have been indefeasibly paid in full, neither Performance Guarantor will claim any setoff, recoupment or counterclaim against a Borrower arising out the Servicer in respect of any liability of such Performance Guarantor to the Servicer; and such Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by the Administrative Agent or any Lender. Unless otherwise provided for in the Subordination Agreement, the payment of any amounts due with respect to any indebtedness for borrowed money of the Obligations by Guarantor Servicer now or from thereafter owed to either of the proceeds Performance Guarantors is hereby subordinated to the prior payment in full of all of the Obligations. Each of the Performance Guarantors agrees that, after the occurrence, and during the continuation, of any collateral default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of txx Servicer to such Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, either of the Performance Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for the Lenders and be paid over to the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in limitation, derogation of any rights and remedies of the foregoing waiver, until all amounts owing Administrative Agent and the Lenders under any separate subordination agreement which the Administrative Agent and the Lenders may at any time and from time to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection time enter into with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any either of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullPerformance Guarantors.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor The Indemnitor hereby agrees that no it will not exercise or assert any rights or claims which it may acquire against Borrower or any other guarantor of all or part of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of its obligations hereunder (including, without limitation, any rights or claims of subrogation, reimbursement or contribution), until the indefeasible payment by Guarantor pursuant in full in cash of its respective Guaranteed Obligations. If any amount shall be paid to this Guaranty the Indemnitor in violation of the immediately preceding sentence, such amount shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid be held in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral trust for the Obligationsbenefit of the Agent and shall forthwith be paid to the Agent for the ratable benefit of the Lenders to be credited and applied against the Guaranteed Obligations and all other amounts payable under Section 1(a)(ii), and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has whether matured or hereafter unmatured, in such order as the Agent may have against any other Person and waives the benefit of, determine. Any Indebtedness of Borrower or any right to participate in, any collateral Indemnitor now or hereafter held by Lender. No claim which any Guarantor may have Indemnitor (the “Obligee Indemnitor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Indemnitor after an Event of Default has occurred and is continuing shall be held in trust for Agent on behalf of Lenders and shall forthwith be paid over to Agent for the benefit of Lenders to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Indemnitor under any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullprovision hereof.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in this Section, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made any such right or remedy, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditors and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, a. Guarantor hereby agrees that no until the earlier of (i) payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor in full or the performance of Borrower. Until all amounts owing to Lender under all, of the Guaranteed Obligations shall have been paid in full, Guarantor and (ii) the termination of the Letter Agreement and the CGC LLC Agreement (and termination or dissolution of the Company) it shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones exercise any right to enforce or remedy arising by reason of any remedy that Lender now has payment or hereafter may have performance by it of its guarantee in Section 2 hereof whether by subrogation or otherwise, against any other Person and waives the benefit of, NGP or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Guaranteed Obligations or against any Borrowersecurity for any of the Guaranteed Obligations. b. Except as otherwise specifically provided in this Guaranty, all existing and future indebtedness of, or other obligations owed by, NGP to Guarantor is hereby subordinated to all Guaranteed Obligations. Without the prior written consent of CGC and Ormat, such subordinated indebtedness (including interest thereon) shall not be paid or withdrawn in whole or in part, nor shall Guarantor accept any payment of or on account of any such indebtedness while this Guaranty is in effect. Any payment by NGP in violation of this Guaranty shall be received by Guarantor in trust for CGC and Ormat, and Guarantor shall cause the same to be paid to CGC or Ormat immediately upon demand. Guarantor shall not assign all or any portion of such indebtedness while the Guaranty remains in effect except upon prior written notice to CGC and Ormat and pursuant to an agreement by which the assignee of any such indebtedness agrees that the assignment is made subject to the extent not subordinated terms of this Guaranty, and postponed that any attempted assignment of such indebtedness in violation of the provisions hereof shall be void. Nothing in this Section 5(b) shall apply to any repayment of existing or future indebtedness or obligation, distribution, withdrawal of capital or any other payment of any kind or nature whether in cash, in kind, or otherwise, that is permitted to be made to Guarantor or any of its Affiliates pursuant to this Section, shall be enforced nor any payment accepted until and in accordance with the Obligations are paid in fullLetter Agreement and the CGC LLC Agreement.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor by Guarantor or from the proceeds reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guarantyas trustee for Arrangers, or in respect of amounts realized by the Issuing Lender in connection with any collateral for and the Obligations, Lenders and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, Notwithstanding anything to the extent not subordinated and postponed pursuant to this Sectioncontrary contained herein, shall be enforced nor any payment accepted until the Obligations are paid in full, Provider: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of any Recipient, the Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of each Recipient (including each Purchaser) against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against such Originator that arise from the existence or performance of Provider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Provider to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient (including any Purchaser). The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Provider as trustee for Recipients (and their respective assigns) and be paid over to Recipients (or their respective assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of any Recipient under any separate subordination agreement which such Recipient may at any time and from time to time enter into with Provider.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Borrower to any affiliate of the Lender, the Guarantor expressly subordinates shall not exercise any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursementin competition with the Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrower in respect of any liability of the Guarantor to the Borrower; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Lender or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, contribution, indemnity provided that so long as no default in the payment or subrogation which Guarantor may have against a Borrower as a guarantor performance of the Obligations has occurred and is continuing, or no demand for payment of any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by has been made that remains unsatisfied, the Borrower may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or from other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, the Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Borrower to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Lender and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that the Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient against any Seller, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient against any Seller and any other all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Seller that arise from the existence or performance of Performance Guarantor’s obligations hereunder, and (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Seller in respect of any liability of Performance Guarantor to such Seller. The payment of any amounts due with respect to any indebtedness of any Seller now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Seller to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of the all Obligations and any other legal or equitable claim against a Borrower arising out and all obligations of any Lessee to any affiliate of the payment of Lessor, the Obligations by Guarantor or from the proceeds shall not exercise any rights against such Lessee arising as a result of any collateral for payment by the Guarantor under this Guaranty, by way of subrogation or otherwise, and will not assert or prove any claim in competition with the Lessor or its affiliates with respect to any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against such Lessee with respect to any liability of the Guarantor to such Lessee; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Lessor or any affiliate of the Lessor. The payment of any amounts due with respect to any indebtedness of any Lessee, now or hereafter held by the Guarantor, is hereby subordinated to the prior payment in full of the Obligations, provided, however, that the Guarantor may accept scheduled payments of amounts due from as set forth in the documents evidencing such indebtedness, prior to a default in the payment and performance of the Obligations. The Guarantor agrees that, after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Lessee to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts with respect to such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Lessor, and not in limitation, shall be paid over to the Lessor on account of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones without affecting in any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives manner the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any liability of the Obligations or against any Borrower, to Guarantor under the extent not subordinated and postponed pursuant to other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates Neither of the Performance Guarantors shall enforce or otherwise exercise any right of subrogation to any of the rights of SPV against the Originators, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, each of the Performance Guarantors hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of SPV against the Originators and postpones any claim for all contractual, statutory or legal or equitable rights of contribution, reimbursement, contributionindemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against the Originators that arises from the existence or performance of such Performance Guarantor's obligations hereunder; such Performance Guarantor will not claim any setoff, indemnity recoupment or subrogation which counterclaim against the Originators in respect of any liability of the Performance Guarantor may have against a Borrower as a guarantor to the Originators, until any of the Obligations have been indefeasibly paid in full; and such Performance Guarantor waives any benefit of and any other legal or equitable claim against a Borrower arising out of right to participate in any collateral security which may be held by SPV. Unless otherwise provided for in the Subordination Agreement, the payment of any amounts due with respect to any indebtedness for borrowed money of the Obligations by Guarantor Originators now or from thereafter owed to either of the proceeds Performance Guarantors is hereby subordinated to the prior payment in full of all the Obligations. Each of the Performance Guarantors agrees that, after the occurrence, and during the continuation, of any collateral default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of txx Originators to such Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, either of the Performance Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for SPV and be paid over to SPV on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in limitation, derogation of any rights and remedies of SPV under any separate subordination agreement that SPV may at any time and from time to time enter into with either of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullPerformance Guarantors.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Final Payout Date, Performance Guarantor expressly subordinates and postpones (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Administrative Agent or any Lender against any Covered Entity to the claims of Administrative Agent and the Lenders against any other Covered Entity and all contractual, statutory or legal or equitable claim rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against a Borrower arising out any Covered Entity that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (b) after the occurrence and during the continuance of any default in the payment or performance of any of the payment of the Obligations by Guarantor Obligations, will not claim any setoff, recoupment or from the proceeds of counterclaim against any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Covered Entity in respect of payments made by any liability of Performance Guarantor in connection with this Guaranty, or in respect to such Covered Entity and (c) waives any benefit of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, in any collateral security which may be held by the Administrative Agent or the Lenders. The cash payment of any amounts due with respect to any indebtedness of any Covered Entity now or hereafter held by Lenderowed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations in accordance with the following sentence. No claim which Performance Guarantor agrees that, after the occurrence and during the continuance of any Guarantor may have against any other guarantor default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect cash payment of any such indebtedness of any Covered Entity to Performance Guarantor until the Final Payout Date. If, notwithstanding the foregoing sentence, after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or against any Borroweroutstanding, to the extent not subordinated and postponed pursuant to this Section, such amounts shall be collected, enforced nor any payment accepted until and received by Performance Guarantor as trustee for Administrative Agent (and its assigns) and be paid over to Administrative Agent (or its assigns) on account of the Obligations are paid without affecting in fullany manner the liability of Performance Guarantor under the other provisions of this Undertaking.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding -------------------------- anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agent or any Lender against Mohawk Servicing and (b) will not claim any other legal setoff, recoupment or equitable claim counterclaim against a Borrower arising out Mohawk Servicing in respect of any liability of Performance Guarantor to Mohawk Servicing. The payment of any amounts due with respect to any indebtedness of Mohawk Servicing now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Mohawk Servicing to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. The Performance Guarantor expressly subordinates shall not enforce or otherwise exercise any right of subrogation to any of the rights of SPV against the Originators, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, the Performance Guarantor hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of SPV against the Originators and postpones any claim for all contractual, statutory or legal or equitable rights of contribution, reimbursement, contributionindemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against the Originators that arises from the existence or performance of the Performance Guarantor's obligations hereunder; the Performance Guarantor will not claim any setoff, indemnity recoupment or subrogation which counterclaim against the Originators in respect of any liability of the Performance Guarantor may have against a Borrower as a guarantor to the Originators, until any of the Obligations have been indefeasibly paid in full; and the Performance Guarantor waives any benefit of and any other legal or equitable claim against a Borrower arising out of right to participate in any collateral security which may be held by SPV. Unless otherwise provided for in the Subordination Agreement, the payment of any amounts due with respect to any indebtedness for borrowed money of the Obligations by Originators now or thereafter owed to the Performance Guarantor or from is hereby subordinated to the proceeds prior payment in full of all the Obligations. The Performance Guarantor agrees that, after the occurrence, and during the continuation, of any collateral default in the payment or performance of any of the Obligations, the Performance Guarantor will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of txx Originators to the Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for SPV and be paid over to SPV on account of the Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of SPV under any separate subordination agreement that SPV may at any time and from time to time enter into with the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullPerformance Guarantor.

Subrogation; Subordination. The Performance Guarantor expressly subordinates shall not enforce or otherwise exercise any right of subrogation to any of the rights of PFI against Pulte Mortgage, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, the Performance Guarantor hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of PFI against Pulte Mortgage and postpones any claim for all contractual, statutory or legal or equitable rights of contribution, reimbursement, contributionindemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against Pulte Mortgage that arises from the existence or performance of the Performance Guarantor's obligations hereunder; the Performance Guarantor will not claim any setoff, indemnity recoupment or subrogation which counterclaim against Pulte Mortgage in respect of any liability of the [Pulte Restated Loan Agreement] Performance Guarantor may have against a Borrower as a guarantor to Pulte Mortgage, until any of the Obligations have been indefeasibly paid in full; and the Performance Guarantor waives any benefit of and any other legal or equitable claim against a Borrower arising out of right to participate in any collateral security which may be held by PFI. Unless otherwise provided for in the Restated Subordination Agreement, the payment of any amounts due with respect to any indebtedness for borrowed money of Pulte Mortgage now or thereafter owed to the Obligations by Performance Guarantor or from is hereby subordinated to the proceeds prior payment in full of all the Obligations. The Performance Guarantor agrees that, after the occurrence, and during the continuation, of any collateral default in the payment or performance of any of the Obligations, the Performance Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Pulte Mortgage to the Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for PFI and be paid over to PFI on account of the Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of PFI under any separate subordination agreement that PFI may at any time and from time to time enter into with the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullPerformance Guarantor.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditors and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Each Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against any Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any Indebtedness of any Borrower or any other Guarantor (or any such Borrower) now or hereafter owing to any Guarantor or from the proceeds any Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor and each Borrower agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such Indebtedness of any Borrower to such Guarantor or such other Borrower until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall, prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations, until all collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral such Borrower as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Guarantor or against any Borrower, to such Borrower under the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until other provisions of the Obligations are paid in fullguarantee contained herein.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitment of Lender under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any Indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Borrower or any Subsidiary now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrxxxr or any Subsidiary to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the preceding sentence, any Guarantor shall, prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations, until all collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for Lender and be paid over to Lender on account of the Guaranteed Obligations without affecting in connection with this Guarantyany manner the liability of such Guarantor under the other provisions of the guaranty contained herein. Each Subsidiary of Borrower which (x) is not a Guarantor and (y) holds outstanding Indebtedness of another Subsidiary of Borrower shall execute an agreement, or in respect form and substance reasonably satisfactory to Lender, subordinating such indebtedness to the prior indefeasible payment in full in cash of amounts realized by Lender in connection with any collateral the Guaranteed Obligations. Solely for the Obligationspurposes of this Section 7.04, the term "Indebtedness" shall not include intercompany advances and Guarantor expressly subordinates and postpones amounts for goods or services sold or rendered in the ordinary course of business, consistent with past practices, owed by any right Subsidiary to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agents or any Lender against any of the Subsidiary Companies, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any other of the Subsidiary Companies and all contractual, statutory or legal or equitable claim rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against a Borrower arising out any of the Subsidiary Companies that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any of the Subsidiary Companies in respect of any liability of Performance Guarantor to such Subsidiary Company and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of the Obligations by Guarantor or from the proceeds any amounts due with respect to any indebtedness of any collateral of the Subsidiary Companies now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, sxx for this Guaranty, or otherwise attempt to collect any such indebtedness of any of the Subsidiary Companies to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower Company as a guarantor of the Obligations and any other legal or equitable claim against a Borrower Company arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender Agent and each Purchaser under or in connection with the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of BorrowerCompany. Until all amounts owing to Lender Agent and each Purchaser under or in connection with the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Company in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Agent or any Purchaser in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones waives any right to enforce any remedy that Lender Agent or any Purchaser now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderAgent or any Purchaser. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any BorrowerCompany, to the extent not subordinated and postponed waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullfull and all such payments are not subject to any right of recovery.

Subrogation; Subordination. No Guarantor expressly subordinates will exercise any rights that it may now or hereafter acquire against any Borrower or other Guarantor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and postpones any right to participate in any claim or remedy of Lender against any Borrower or other Guarantor or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Borrower or other Guarantor or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until payment in full of the Guarantied Obligations. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence, such amount shall be held in trust for reimbursementthe benefit of Lender, and shall promptly be paid to Lender 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 the Credit Agreement, or to be held as Collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Guaranty, no Guarantor may exercise any rights of subrogation, contribution, indemnity indemnity, reimbursement or subrogation which Guarantor other similar rights against, and may have not proceed or seek recourse against a Borrower as a guarantor or with respect to any property or asset of, any other Guarantor, including after payment in full of the Obligations and Guarantied Obligations, if all or any other legal or equitable claim against a Borrower arising out portion of the payment Guarantied Obligations have been satisfied in connection with an exercise of remedies in respect of the Obligations by Equity Interests of such other Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor whether pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullotherwise.

Subrogation; Subordination. Guarantor expressly subordinates Until the payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of the all Obligations and any other legal or equitable claim against a Borrower arising out and all obligations of the Borrowers to any affiliate of the Agent and the Lenders, the Guarantors shall not exercise any rights against the Borrowers arising as a result of payment by the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Agent and the Lenders or their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Borrowers in respect of any liability of the Guarantors to the Borrowers; and the Guarantors waive any benefit of and any right to participate in any collateral which may be held by the Agent or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Obligations Borrowers now or hereafter held by Guarantor or from the proceeds Guarantors is hereby subordinated to the prior payment in full of the obligations. The Guarantors agree that after the occurrence of any collateral default in the payment or performance of the obligations, the Guarantors will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Borrowers to the Guarantors until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all the Guarantors shall collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral the Guarantors as trustee for the Obligations, Agent and Guarantor expressly subordinates the Lenders and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Agent on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantors under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations and rights of Recipient, the Agent, Blue Ridge or any other Purchaser against any Subsidiary Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and Blue Ridge against any Subsidiary Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Subsidiary Originator that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Subsidiary Originator in respect of any liability of Performance Guarantor to such Subsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Secured Parties, the Agent or Blue Ridge. The payment of any amounts due with respect to any indebtedness of any Subsidiary Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, sue for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Xxxsidiary Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid an performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agent or any Purchaser against Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and any other the Purchasers against Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against Originator that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out Originator in respect of any liability of Performance Guarantor to Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Obligations, Performance Guarantor will not demand, xxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to Performance Guarantor until all amounts owing to Lender under of the Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that -------------------------- until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor by Guarantor or from the proceeds reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Administrative Agent and Guarantor expressly subordinates the Lenders and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Until the payment and performance in full of all Obligations of the Customer to the Lender, the Guarantor expressly subordinates shall not exercise any rights against the Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation, exoneration, or otherwise, and postpones will not prove any claim for reimbursementin competition with the Lender in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Customer in respect of any liability of the Guarantor to the Customer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Lender. The payment of any amounts due with respect to any indebtedness of the Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, contribution, indemnity provided that so long as no default in the payment or subrogation which Guarantor may have against a Borrower as a guarantor performance of the Obligations has occurred and is continuing, or no demand for payment of any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or from other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Obligations, the Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Customer to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Lender and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that the Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any on account of the Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full the Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agents or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any other Originator and all contractual, statutory or legal or equitable claim rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against a Borrower arising out any Originator that arise from the existence or performance of the Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of the Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of the Obligations by Guarantor or from the proceeds any amounts due with respect to any indebtedness of any collateral Originator now or hereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. The Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, the Performance Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of any Originator to the Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullPerformance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, Notwithstanding anything to the extent not subordinated and postponed pursuant to this Sectioncontrary contained herein, shall be enforced nor any payment accepted until the Obligations are paid in full, Provider: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of any Recipient, the Agent or any Purchaser against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of each Recipient (including each FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Purchaser) against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against such Originator that arise from the existence or performance of Provider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Provider to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient (including any Purchaser). The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider as trustee for Recipients (and their respective assigns) and be paid over to Recipients (or their respective assigns) on account of the Obligations without affecting in any manner the liability of Provider under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of any Recipient under any separate subordination agreement which such Recipient may at any time and from time to time enter into with Provider.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full, Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of 90 subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agent or any Purchaser against any of the Subsidiary Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and the Purchasers against any other of the Subsidiary Originators and all contractual, statutory or legal or equitable claim rights of contribution, reimbursement, indemnification and similar rights and "claims" (as such term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against a Borrower arising out any of the Subsidiary Originators that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any of the Subsidiary Originators in respect of any liability of Performance Guarantor to any of the Subsidiary Originators and (d) waives any benefit of and any right to participate in any collateral security which may be held by the Agent or any Purchaser. The payment of the Obligations by Guarantor or from the proceeds any amounts due with respect to any indebtedness of any collateral of the Subsidiary Originators now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, sue for this Guaranty, or otherwise attempt to collect any such indebtedness ox xny of the Subsidiary Originators to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and the Agent as its collateral assignee) and be paid over to Recipient (or the Agent as its collateral assignee) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. No Guarantor expressly subordinates shall exercise any rights against any Customer or any other Guarantor arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Agent or subrogation which any Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Guarantor may have will claim any set-off or counterclaim against a Borrower as a guarantor any Customer in respect of any liability of the Obligations Guarantors to any Customer or any other Guarantor; and each Guarantor waives (until the Agent and each Lender is paid in full) any benefit of and any other legal right to participate in any collateral which may be held by the Agent or equitable claim against a Borrower arising out any such affiliate. The payment of any amounts due with respect to any indebtedness of any Customer now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Liabilities, provided that so long as no default in the payment or performance of the Liabilities has occurred and is continuing, or no demand for payment of any of the Obligations by Guarantor Liabilities has been made that remains unsatisfied, the Customers may make and the Guarantors may receive payments or from the proceeds performance of any collateral for this Guaranty, until all amounts owing obligations to Lender Guarantors which are permitted under the Obligations Loan Agreement. Each Guarantor agrees that after the occurrence and during the continuance of any default in the payment or performance of the Liabilities, no Guarantor will demand, sue for or otherwise attempt to collect any such indebtednesx xf any Customer to any Guarantor until the Liabilities shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Agent and be paid over to the Agent on account of the Liabilities without affecting in connection with any manner the liability of such Guarantor under the other provisions of this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Each Subsidiary Guarantor expressly subordinates -------------------------- hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Subsidiary Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations any amounts due with respect to any indebtedness of Borrower or any other Subsidiary Guarantor now or hereafter owing to any Subsidiary Guarantor by Guarantor or from the proceeds reason of any collateral payment by such Subsidiary Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Subsidiary Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Subsidiary Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Subsidiary Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for Administrative Agent and the Obligations, Lenders and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Subsidiary Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Until the payment and performance in full of all Guarantied Obligations, the Guarantor expressly subordinates shall not exercise any rights against the Issuer arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise (the Investor having no duty or obligation to take any action at any time to protect or preserve any right of subrogation) and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Investor or subrogation which its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; Guarantor may have will not claim any set-off or counterclaim against a Borrower as a guarantor the Issuer in respect of any liability of the Obligations Guarantor to the Issuer; and the Guarantor waives any benefit of and any other legal or equitable claim against a Borrower arising out right to participate in any collateral which may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Issuer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations by Guarantied Obligations. The Guarantor or from agrees that after the proceeds occurrence of any collateral default in the payment or performance of the Guarantied Obligations, after the expiration of any applicable grace period, if any, it will not demand, xxx for this Guaranty, or otherwise attempt to collect after such time any such indebtedness of the Issuer to the Guarantor until all amounts owing to Lender under the Guarantied Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Investor and be paid over to the Investor on account of the Guarantied Obligations without affecting in connection with any manner the liability of the Guarantor under the other provisions of this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agent or Blue Ridge against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and Blue Ridge against any other Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or Blue Ridge. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, sue xxr or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (i) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Administrative Agent, the Banks, the Purchaser Agents or the Purchasers against the Originator, (ii) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent, the Banks, the Purchaser Agents or the Purchasers against the Originator and any other all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against the Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (iii) will not claim any setoff, recoupment or counterclaim against a Borrower arising out the Originator in respect of any liability of Performance Guarantor to the Originator and (iv) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Administrative Agent, the Banks, the Purchaser Agents or the Purchasers. The payment of any amounts due with respect to any indebtedness of the Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations by Guaranteed Obligations. Performance Guarantor or from agrees that, after the proceeds occurrence of any collateral default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of and solely to the extent of such unperformed or outstanding Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 8 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations Recipient (or against its assigns) under any Borrower, separate subordination agreement which Recipient (or its assigns) may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Administrative Agent, any Committed Bank or the Lender against LX Xxxx, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent, the Committed Banks and any other the Lender against LX Xxxx and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against LX Xxxx that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out LX Xxxx in respect of any liability of Performance Guarantor to LX Xxxx and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrative Agent, any Committed Bank or the Lender. The payment of any amounts due with respect to any indebtedness of LX Xxxx now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, sxx for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, LX Xxxx to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Section 6 is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of Borrower to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Creditors and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Collateral Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Until the payment and performance in full of all Guaranteed Obligations, the Guarantor expressly subordinates shall not exercise any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and postpones will not prove any claim for reimbursementin competition with the Lenders or their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; other than in the ordinary course of business in the reconciliation of inter-company accounts, contribution, indemnity the Guarantor will not claim any set-off or subrogation which Guarantor may have counterclaim against a the Borrower as a guarantor in respect of any liability of the Obligations Guarantor to the Borrower; and the Guarantor waive any benefit of and any other legal right to participate in any collateral which may he held by the Lenders or equitable claim against a Borrower arising out any such affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations by Guaranteed Obligations. The Guarantor or from agree that after the proceeds occurrence of any collateral default in the payment or performance of the Guaranteed Obligations, the Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the Borrower to the Guarantor until all amounts owing to Lender under the Guaranteed Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Lenders and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Lenders on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of the Guarantor under the other provisions of this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuaranty Agreement.

Subrogation; Subordination. Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower Maker as a guarantor of the Obligations and any other legal or equitable claim against a Borrower Maker arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender Creditor under the Obligations shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender Creditor under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of BorrowerMaker. Until all amounts owing to Lender Creditor under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Maker in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Creditor in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones waives any right to enforce any remedy that Lender Creditor now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderCreditor. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any BorrowerMaker, to the extent not subordinated and postponed waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullfull and all such payments are not subject to any right of recovery.

Subrogation; Subordination. Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower Issuer as a guarantor of the Obligations and any other legal or equitable claim against a Borrower Issuer arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender PI under the Obligations shall have been paid in fullfull and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender PI under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of BorrowerIssuer. Until all amounts owing to Lender PI under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Issuer in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender PI in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones waives any right to enforce any remedy that Lender PI now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by LenderPI. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any BorrowerIssuer, to the extent not subordinated and postponed waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullfull and all such payments are not subject to any right of recovery.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any Indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for this Guaranty, or otherwise attempt to collect any such Indebtedness of Borxxxer to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations collect, until all enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral as trustee for the Obligations, Secured Parties and Guarantor expressly subordinates and postpones any right be paid over to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any Administrative Agent on account of the Guaranteed Obligations or against without affecting in any Borrower, to manner the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until liability of such Guarantor under the Obligations are paid in fullother provisions of the guaranty contained herein.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full, Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Buyer, the Agent or the Purchasers against either of the Originators or Affiliated Servicer, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Buyer, the Agent and any other the Purchasers against either of the Originators or Affiliated Servicer and all contractual, statutory or legal or equitable claim rights of contribution, reimbursement, indemnification and similar rights and "claims" (as such term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against a Borrower arising out either of the Originators or Affiliated Servicer that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against either of the Originators or Affiliated Servicer in respect of any liability of Performance Guarantor to either of the Originators or Affiliated Servicer and (d) waives any benefit of and any right to participate in any collateral security which may be held by the Agent or any Purchaser. The payment of any amounts due with respect to any Indebtedness of either of the Obligations by Originators or Affiliated Servicer now or hereafter owed to Performance Guarantor or from is hereby subordinated to the proceeds prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any collateral default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for this Guaranty, or otherwise attempt to collect any such Indebtedness of either of the Originators or Affiliated Servicer to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement respect of such Indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Buyer (and its assigns) and be paid over to Buyer (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Buyer under any Borrower, separate subordination agreement which Buyer may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agent or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and the Lenders against any other Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, sue for or from the proceeds otherwise attempt to collect any such indebtedness of any collateral for this Guaranty, Xxxginator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. In the event that at any time a demand is made by the Beneficiary in accordance with Section 1(c) above with respect to a Guaranteed Obligation or in accordance with Section 2 with respect to any amount avoided, rescinded or recovered, and the Guarantor expressly subordinates fails to make timely payment pursuant thereto, then, from that time until such time as payment is made in full to Beneficiary (and postpones only during such period): a) the Guarantor shall, withhold exercise of any claim for reimbursementclaim, contributionright or remedy, indemnity whether held directly or subrogation which indirectly through any one or more of its affiliates, that Guarantor now has or may hereafter have against a Borrower as a guarantor SNR LicenseCo, Lender or any of the Obligations their assets, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including: (i) any other legal right of subrogation, reimbursement or equitable claim indemnification that Guarantor now has or may hereafter have against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations shall have been paid in full. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones SNR LicenseCo; (ii) any right to enforce enforce, or to participate in, any claim, right or remedy that Lender Beneficiary now has or may hereafter may have against SNR LicenseCo; and (iii) any other Person and waives the benefit of, or and any right to participate in, any collateral now or hereafter held by LenderBeneficiary. No claim which Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Guarantor may have against any other guarantor of any of the Obligations SNR LicenseCo, Lender or against any Borrower, to the extent not subordinated and postponed pursuant to this Sectioncollateral, shall be enforced nor junior and subordinate to any rights Beneficiary may have against SNR LicenseCo or Lender, and to all right, title and interest Beneficiary may have in any such collateral; and b) any indebtedness of SNR LicenseCo or Lender now or hereafter held by Guarantor, whether directly or indirectly through any one or more of its affiliates, shall be subordinated in right of payment to such Guaranteed Obligations, and any such indebtedness collected or received by Guarantor after any such Guaranteed Obligation has become due from SNR LicenseCo, and any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph shall be held in trust for Beneficiary and shall promptly be paid over to the Beneficiary to be credited and applied against the Guaranteed Obligations; provided that, without affecting, impairing or limiting in any manner the liability of Guarantor under any other provision of this Guaranty, any payment accepted until on such indebtedness received by Guarantor at any other time shall be permitted and need not be held in trust for or paid over to the Obligations are paid in fullBeneficiary.

Subrogation; Subordination. Guarantor expressly subordinates and postpones Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any claim for reimbursement, contribution, indemnity or right of subrogation which Guarantor may have against a Borrower as a guarantor to any of the Obligations rights of Recipient, the Agent or Blue Ridge against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agent and Blue Ridge against any other Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against a Borrower arising out any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or Blue Ridge. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations by Guaranteed Obligations, Performance Guarantor will not demand, sue for or from the proceeds otherwise attemxx to collect any such indebtedness of any collateral for this Guaranty, Originator to Performance Guarantor until all amounts owing to Lender under of the Guaranteed Obligations shall have been paid and performed in full. In furtheranceIf, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in limitation, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor derogation of any rights and remedies of the Obligations or against Recipient under any Borrower, separate subordination agreement which Recipient may at any time and from time to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fulltime enter into with Performance Guarantor.

Subrogation; Subordination. Until the payment and performance in full of all Guarantied Obligations, no Guarantor expressly subordinates shall exercise any rights against the Borrower arising as a result of payment by such Guarantor hereunder, by way of subrogation or otherwise, (the Secured Party having no duty or obligation to take any action at any time to protect or preserve any right of subrogation) and postpones will not prove any claim for reimbursement, contribution, indemnity in competition with the Secured Party or subrogation any Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Guarantor will claim any set-off or counterclaim against the Borrower in respect of any liability of such Guarantor to the Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which Guarantor may have against a Borrower as a guarantor be held by the Secured Party. The payment of any amounts due with respect to any indebtedness of the Obligations and Borrower now or hereafter held by any other legal or equitable claim against a Borrower arising out Guarantor is hereby subordinated to the prior payment in full of the Guarantied Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations by Guarantor or from Guarantied Obligations, after the proceeds expiration of any collateral applicable grace period, if any, it will not demand, xxx for this Guaranty, or otherwise attempt to collect after such time any such indebtedness of the Borrower to such Guarantor until all amounts owing to Lender under the Guarantied Obligations shall have been paid in full. In furtheranceIf, and not in limitation, of notwithstanding the foregoing waiversentence, until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, any Guarantor shall not seek collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Party and the Investors and be paid over to the Secured Party on account of the Guarantied Obligations without affecting in connection with any manner the liability of the Guarantors under the other provisions of this Guaranty, or in respect of amounts realized by Lender in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full.

Subrogation; Subordination. Guarantor expressly subordinates Until the final payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor performance in full of all of the Obligations and any and all other legal or equitable claim against a Borrower arising out obligations of the payment of the Obligations by Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing Borrowers to Lender under or any affiliate of Lender, no Guarantor shall exercise any rights against the Obligations shall have been paid in full. In furtheranceBorrowers arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in limitation, of the foregoing waiver, until all amounts owing to competition with Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower or such affiliate in respect of payments made by any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; no Guarantor in connection with this Guarantywill not claim any setoff, recoupment or counterclaim against the Borrowers in respect of amounts realized by Lender in connection with any collateral for the Obligations, liability of such Guarantor to any Borrower; and each Guarantor expressly subordinates waives any benefit of and postpones any right to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, in any collateral security which may be held by Lender or any such affiliate. The payment of any amounts due with respect to any indebtedness of any Borrowers now or hereafter held by Lender. No claim which owed to any Guarantor may have against any other guarantor is hereby subordinated to the prior payment in full of any all of the Obligations and any and all other obligations of the Borrowers to Lender or against any Borroweraffiliate of Lender. Each Guarantor agrees that, after the occurrence of any Default or Event or Default, such Guarantor will not demand, sxx for or otherwise attempt to collect any such indebtedness of any Borrower to such Guarantor until Full Payment of all of the extent not subordinated and postponed pursuant Obligations. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness prior to this SectionFull Payment, such amounts shall be collected, enforced nor any payment accepted until and received by such Guarantor as trustee for Lender and be paid over to Lender on account of the Obligations are paid without affecting in fullany manner the liability of such Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Each Guarantor expressly subordinates hereby agrees that until the indefeasible payment and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Obligations and Commitment of Lender under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other legal or equitable claim against a Borrower arising out Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of the Obligations by any amounts due with respect to any Indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or from the proceeds Borrower by reason of any collateral payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Borrower or any Subsidiary now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, xxx for this Guaranty, or otherwise attempt to collect any such Indebtedness of Borrower or any Subsidiary to such Guarantor until all amounts owing to Lender under the Obligations shall have been indefeasibly paid in fullfull in cash. In furtheranceIf, and not notwithstanding the preceding sentence, any Guarantor shall, prior to the indefeasible payment in limitation, full in cash of the foregoing waiverGuaranteed Obligations, until all collect, enforce or receive any amounts owing to Lender under the Obligations shall have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant to this Guaranty shall constitute Guarantor a creditor of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower in respect of payments made such indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for Lender and be paid over to Lender on account of the Guaranteed Obligations without affecting in connection with this Guarantyany manner the liability of such Guarantor under the other provisions of the guaranty contained herein. Each Subsidiary of Borrower which (x) is not a Guarantor and (y) holds outstanding Indebtedness of another Subsidiary of Borrower shall execute an agreement, or in respect form and substance reasonably satisfactory to Lender, subordinating such indebtedness to the prior indefeasible payment in full in cash of amounts realized by Lender in connection with any collateral the Guaranteed Obligations. Solely for the Obligationspurposes of this Section 7.04, the term "Indebtedness" shall not include intercompany advances and Guarantor expressly subordinates and postpones amounts for goods or services sold or rendered in the ordinary course of business, consistent with past practices, owed by any right Subsidiary to enforce any remedy that Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Lender. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any Borrower, to the extent not subordinated and postponed pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in fullGuarantor.