Common use of Waiver of Subrogation; Subordination Clause in Contracts

Waiver of Subrogation; Subordination. Guarantor hereby irrevocably waives with respect to Obligor, until the prior indefeasible payment in full in cash of all Guarantied Obligations, any claim or other rights which it may now or hereafter acquire against Obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article II, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Parties against Obligor or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in full, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Parties, and shall forthwith be paid to the Guarantied Parties to be credited and applied upon the Guarantied Obligations, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation; Subordination. Guarantor hereby irrevocably waives with respect to Obligor, until the prior indefeasible payment in full in cash of all Guarantied Obligations, any claim or other rights which it may now or hereafter acquire against Obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article II, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Parties against Obligor or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in full, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Parties, and shall forthwith be paid to the Guarantied Parties to be credited and applied upon the Guarantied Obligations, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document Document, the Conseco Guaranty, and the Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation; Subordination. Until all of the Obligations have been paid in full, each Guarantor hereby irrevocably knowingly, voluntarily and expressly waives with respect to Obligor, until the prior indefeasible payment in full in cash of all Guarantied Obligations, any claim or other claims and rights which that it may have against the Company at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including all rights of subrogation to the rights of any of the Guaranteed Parties against the Company, all rights of indemnity, contribution or reimbursement against the Company, all rights to enforce any remedies of any Guaranteed Party against the Company, in each case whether such claims or rights arise by contract, statute (including without limitation the Bankruptcy Code), common law or otherwise. Each Guarantor agrees that all indebtedness and other obligations, whether now or hereafter acquire against Obligor that arises from existing, of the existenceCompany or any other Subsidiary of the Company to such Guarantor, paymentincluding, performance or enforcement of Guarantor's obligations without limitation, any such indebtedness in any proceeding under this Article IIthe Bankruptcy Code and any intercompany receivables, including together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of subrogation, reimbursement, exoneration, or indemnification, any right payment to participate in any claim or remedy of the Guarantied Parties against Obligor or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rightsTotal Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default hereunder or under the Credit Agreement, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in fullTermination Requirements, such amount or distribution shall be deemed to have been paid received and to Guarantor be held in trust for the benefit of, and held in trust for, of the Guarantied Guaranteed Parties, and shall forthwith be paid delivered to the Guarantied Parties Agent in the form received (with any necessary endorsements in the case of written instruments), to be credited and applied upon against the Guarantied Guaranteed Obligations, whether matured or unmatured. Guarantor acknowledges that it will receive direct not matured, in accordance with the terms of the applicable Loan Documents and indirect benefits from without in any way discharging, limiting or otherwise affecting the Restructuring Document and that the waiver set forth in this Section 2.6 is knowingly made in contemplation liability of such benefitsGuarantor under any other provision of this Guaranty. Additionally, in the event the Company or any Subsidiary of the Company becomes a “debtor” within the meaning of the Bankruptcy Code, the Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, xxx for, collect and receive every payment and distribution on any indebtedness of the Company or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

Waiver of Subrogation; Subordination. Guarantor hereby irrevocably waives with respect to Obligorany Borrower, until termination of the Commitments of the Banks with respect to such Borrower and thereafter until the prior indefeasible payment in full in cash of all Guarantied ObligationsObligations of such Borrower under the Loan Documents, any claim or other rights which it may now or hereafter acquire against Obligor such Borrower or any other obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIGuaranty or any other Loan Document or otherwise, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Parties against Obligor such Borrower or any other obligor or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligorsuch Borrower or any other obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in full, and the Commitments of the Banks with respect to such Borrower have not been terminated, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Parties, and shall forthwith be paid to the Guarantied Parties to be credited and applied upon the Guarantied ObligationsObligations of such Borrower, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits. Notwithstanding the foregoing, the Subrogation Rights of Guarantor shall not include (and Guarantor acknowledges that it has no interest in) any of the collateral pledged by any of the Borrowers under the Pledge Agreement.

Waiver of Subrogation; Subordination. The Guarantor hereby irrevocably waives with respect to Obligorknowingly, voluntarily and expressly waives, until satisfaction of the prior indefeasible payment in full in cash of Termination Requirements, all Guarantied Obligations, any claim or other claims and rights which that it may now have against the Borrower at any time as a result of any payment made under or hereafter acquire against Obligor that arises from in connection with this Guaranty or the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIhereof, including all rights of subrogation to the rights of any right Guaranteed Party against the Borrower, all rights of subrogationindemnity, reimbursementcontribution or reimbursement against the Borrower, exonerationall rights to enforce any remedies of any Guaranteed Party against the Borrower, or indemnificationand any benefit of, and any right to participate in in, any claim Collateral or remedy other security held by any Guaranteed Party to secure payment of the Guarantied Parties against Obligor Guaranteed Obligations, in each case whether such claims or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under arise by contract, statute (including, without limitation, the Bankruptcy Code), common law or common lawotherwise. The Guarantor agrees that all indebtedness and other obligations, including whether now or hereafter existing, of the right Borrower to take or receive from Obligorthe Guarantor, directly or indirectlyincluding, in cash or other property or by set-off or without limitation, any such indebtedness in any mannerproceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment or security to the Total Obligations; provided, however, that the Borrower may make payments of principal and interest on account such indebtedness so long as no Event of such claim or other rightsDefault shall have occurred. If The Guarantor agrees further that if any amount shall be paid to or any distribution received by the Guarantor in violation (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in fullTermination Requirements, such amount or distribution shall be deemed to have been paid received and to Guarantor be held in trust for the benefit of, and held in trust for, of the Guarantied Guaranteed Parties, and shall forthwith be paid delivered to the Guarantied Parties Agent in the form received (with any necessary endorsements in the case of written instruments), to be credited and applied upon against the Guarantied Guaranteed Obligations, whether matured or unmatured. not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of the Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document and that the waiver set forth in under any other provision of this Section 2.6 is knowingly made in contemplation of such benefitsGuaranty.

Waiver of Subrogation; Subordination. Each Guarantor hereby irrevocably waives with respect to Obligor------------------------------------ knowingly, voluntarily and expressly waives, until satisfaction of the prior indefeasible payment in full in cash of Termination Requirements, all Guarantied Obligations, any claim or other claims and rights which that it may now have against the Borrower at any time as a result of any payment made under or hereafter acquire against Obligor that arises from in connection with this Guaranty or the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIhereof, including all rights of subrogation to the rights of any right Guaranteed Party against the Borrower, all rights of subrogationindemnity, reimbursementcontribution or reimbursement against the Borrower, exonerationall rights to enforce any remedies of any Guaranteed Party against the Borrower, or indemnificationand any benefit of, and any right to participate in in, any claim Collateral or remedy other security held by any Guaranteed Party to secure payment of the Guarantied Parties against Obligor Guaranteed Obligations, in each case whether such claims or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under arise by contract, statute (including, without limitation, the Bankruptcy Code), common law or common lawotherwise. Each Guarantor agrees that all indebtedness and other obligations, including whether now or hereafter existing, of the right Borrower to take or receive from Obligorsuch Guarantor, directly or indirectlyincluding, in cash or other property or by set-off or without limitation, any such indebtedness in any mannerproceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment or security on account of such claim or other rightsto the Total Obligations. If Each Guarantor agrees further that if any amount shall be paid to or any distribution received by such Guarantor in violation (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in fullTermination Requirements, such amount or distribution shall be deemed to have been paid received and to Guarantor be held in trust for the benefit of, and held in trust for, of the Guarantied Guaranteed Parties, and shall forthwith be paid delivered to the Guarantied Parties Administrative Agent in the form received (with any necessary endorsements in the case of written instruments), to be credited and applied upon against the Guarantied Guaranteed Obligations, whether matured or unmatured. Guarantor acknowledges that it will receive direct not matured, in accordance with the terms of the applicable Credit Documents and indirect benefits from without in any way discharging, limiting or otherwise affecting the Restructuring Document and that the waiver set forth in this Section 2.6 is knowingly made in contemplation liability of such benefitsGuarantor under any other provision of this Guaranty.

Waiver of Subrogation; Subordination. The Guarantor hereby irrevocably waives with respect to Obligorknowingly, ------------------------------------ voluntarily and expressly waives, until satisfaction of the prior indefeasible payment in full in cash of Termination Requirements, all Guarantied Obligations, any claim or other claims and rights which that it may now have against the Borrower at any time as a result of any payment made under or hereafter acquire against Obligor that arises from in connection with this Guaranty or the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIhereof, including all rights of subrogation to the rights of any right Guaranteed Party against the Borrower, all rights of subrogationindemnity, reimbursementcontribution or reimbursement against the Borrower, exonerationall rights to enforce any remedies of any Guaranteed Party against the Borrower, or indemnificationand any benefit of, and any right to participate in in, any claim Collateral or remedy other security held by any Guaranteed Party to secure payment of the Guarantied Parties against Obligor Guaranteed Obligations, in each case whether such claims or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under arise by contract, statute (including, without limitation, the Bankruptcy Code), common law or common lawotherwise. The Guarantor agrees that all indebtedness and other obligations, including whether now or hereafter existing, of the right Borrower to take or receive from Obligorthe Guarantor, directly or indirectlyincluding, in cash or other property or by set-off or without limitation, any such indebtedness in any mannerproceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment or security on account of such claim or other rightsto the Total Obligations. If The Guarantor agrees further that if any amount shall be paid to or any distribution received by the Guarantor in violation (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in fullTermination Requirements, such amount or distribution shall be deemed to have been paid received and to Guarantor be held in trust for the benefit of, and held in trust for, of the Guarantied Guaranteed Parties, and shall forthwith be paid delivered to the Guarantied Parties Administrative Agent in the form received (with any necessary endorsements in the case of written instruments), to be credited and applied upon against the Guarantied Guaranteed Obligations, whether matured or unmatured. not matured, in accordance with the terms of the applicable Credit Documents and without in any way discharging, limiting or otherwise affecting the liability of the Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document and that the waiver set forth in under any other provision of this Section 2.6 is knowingly made in contemplation of such benefitsGuaranty.

Waiver of Subrogation; Subordination. Guarantor hereby irrevocably waives with respect to Obligorany Borrower, until the prior indefeasible payment in full in cash of all Guarantied ObligationsGuaranteed Obligations of such Borrower under the Loan Documents, any claim or other rights which it may now or hereafter acquire against Obligor such Borrower or any other obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIGuaranty or otherwise, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Guaranteed Parties against Obligor such Borrower or any other obligor or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligorsuch Borrower or any other obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Guaranteed Obligations shall not have been paid in cash, in full, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Guaranteed Parties, and shall forthwith be paid to the Guarantied Guaranteed Parties to be credited and applied upon the Guarantied ObligationsGuaranteed Obligations of such Borrower, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation; Subordination. Notwithstanding any other provision of this Guaranty, until such time as all of the Obligations shall have been paid and performed in full and the Credit Agreement and all Commitments thereunder shall have terminated pursuant to the terms thereof, the Guarantor hereby irrevocably waives all rights of subrogation against the Company arising as a result of payment by the Guarantor hereunder and will not prove any claim in competition with any Bank in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature. The Guarantor hereby acknowledges that the waiver contained in the preceding sentence (the "Subrogation Waiver") is given as an inducement to Obligorthe Banks to consummate the transactions contemplated by the Credit Agreement and any other agreement referred to therein and, until in consideration of the willingness of the Banks to consummate said transactions, the Guarantor agrees that it shall not in any way amend or modify the Subrogation Waiver without the prior indefeasible payment written consent of the Banks. The Guarantor further acknowledges that the Subrogation Waiver is made for the benefit of any and all creditors of the Company, whether existing on the date hereof or thereafter arising, whether the claim of any such creditor against the Company is direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise. The Subrogation Waiver and the provisions of this section shall survive the expiration or termination of the Credit Agreement and all Commitments thereunder, this Guaranty and the other Loan Documents. Until such time as all of the Obligations shall have been paid and performed in full and the Credit Agreement and all Commitments thereunder shall have been terminated pursuant to the terms thereof, the Guarantor will not claim any set-off or counterclaim against the Company in cash respect of all Guarantied Obligations, any liability of the Guarantor to the Company; the Guarantor will not claim any set- off or counterclaim (other rights which it may now than any compulsory counterclaim) against any Bank in any proceeding or hereafter acquire against Obligor that arises from action to enforce this Guaranty; and the existence, payment, performance or enforcement Guarantor waives any benefit of Guarantor's obligations under this Article II, including any right of subrogation, reimbursement, exoneration, or indemnification, and any right to participate in any claim collateral which may be held by the Administrative Agent or remedy any Bank. The payment of any amounts due with respect to any indebtedness of the Guarantied Parties against Obligor or any collateral which the Agent Company now has or hereafter acquiresheld by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any Event of Default in the payment or performance of the Obligations, whether the Guarantor will not demand, xxx for or not otherwise attempt to collect any such claimindebtedness of the Company to the Guarantor. If, remedy or right (all such claimsnotwithstanding the foregoing sentence, remedies and rights being collectively called "Subrogation Rights") arises in equitythe Guarantor shall collect, or under contract, statute or common law, including the right to take enforce or receive from Obligor, directly or indirectly, any amounts in cash or other property or by set-off or in any manner, payment or security on account respect of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in fullindebtedness, such amount shall be deemed to have been paid to collected, enforced and received by the Guarantor as trustee for the benefit of, Banks and held in trust for, the Guarantied Parties, and shall forthwith be paid over to the Guarantied Parties to be credited and applied upon Administrative Agent on account of the Guarantied Obligations, whether matured or unmatured. Obligations without affecting in any manner the liability of the Guarantor acknowledges that it will receive direct and indirect benefits from under the Restructuring Document and that the waiver set forth in other provisions of this Section 2.6 is knowingly made in contemplation of such benefitsGuaranty.

Waiver of Subrogation; Subordination. Each Guarantor hereby irrevocably knowingly, voluntarily and expressly waives with respect (to Obligorthe fullest extent permitted by applicable law), until satisfaction of the prior indefeasible payment in full in cash of Termination Requirements all Guarantied Obligations, any claim or other claims and rights which that it may now have against the Borrower at any time as a result of any payment made under or hereafter acquire against Obligor that arises from in connection with this Guaranty or the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIhereof, including all rights of subrogation to the rights of any right of subrogationthe Guaranteed Parties against the Borrower, reimbursementall rights of indemnity, exonerationcontribution or reimbursement against the Borrower (including rights of contribution as set forth in SECTION 1(C)), or indemnificationall rights to enforce any remedies of any Guaranteed Party against the Borrower, and any benefit of, and any right to participate in in, any claim Collateral or remedy other security held by any Guaranteed Party to secure payment of the Guarantied Parties against Obligor Guaranteed Obligations, in each case whether such claims or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under arise by contract, statute (including without limitation the Bankruptcy Code), common law or common lawotherwise. Each Guarantor agrees that all indebtedness and other obligations, including whether now or hereafter existing, of the right Borrower or any other Subsidiary of the Borrower to take or receive from Obligorsuch Guarantor, directly or indirectlyincluding, in cash or other property or by set-off or without limitation, any such indebtedness in any mannerproceeding under the Bankruptcy Code and any intercompany receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment or security on account of such claim or other rightsto the Total Obligations. If Each Guarantor further agrees that if any amount shall be paid to or any distribution received by any Guarantor in violation (i) on account of any such indebtedness at any time after the occurrence and during the continuance of an Event of Default, or (ii) on account of any such rights of subrogation, indemnity, contribution or reimbursement at any time prior to the satisfaction of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in fullTermination Requirements, such amount or distribution shall be deemed to have been paid received and to Guarantor be held in trust for the benefit of, and held in trust for, of the Guarantied Guaranteed Parties, and shall forthwith be paid delivered to the Guarantied Parties Agent in the form received (with any necessary endorsements in the case of written instruments), to be credited and applied upon against the Guarantied Guaranteed Obligations, whether matured or unmatured. Guarantor acknowledges that it will receive direct not matured, in accordance with the terms of the applicable Credit Documents and indirect benefits from without in any way discharging, limiting or otherwise affecting the Restructuring Document and that the waiver set forth in this Section 2.6 is knowingly made in contemplation liability of such benefitsGuarantor under any other provision of this Guaranty. Additionally, in the event the Borrower or any Subsidiary of the Borrower becomes a "debtor" within the meaning of the Bankruptcy Code, the Agent shall be entitled, at its option, on behalf of the Guaranteed Parties and as attorney-in-fact for each Guarantor, and is hereby authorized and appointed by each Guarantor, to file proofs of claim on behalf of each relevant Guarantor and vote the rights of each such Guarantor in any plan of reorganization, and to demand, sue xxx, collect and receive every payment and distribution on any indebtedness of the Borrower or such Subsidiary to any Guarantor in any such proceeding, each Guarantor hereby assigning to the Agent all of its rights in respect of any such claim, including the right to receive payments and distributions in respect thereof.

Waiver of Subrogation; Subordination. INDEMNITY Guarantor shall have no right of, and hereby unconditionally and irrevocably waives with respect to Obligor, until the prior indefeasible payment in full in cash of all Guarantied Obligations, agrees that it will not at any claim time assert or other rights which it may now or hereafter acquire exercise against Obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article II, including Lessee any right of subrogation, reimbursement, exonerationindemnity, contribution or payment to the extent such rights may otherwise have arisen, by reason of Guarantor's performance, satisfaction or discharge of any or all of the Obligations. All present and future debts, obligations and liabilities of Lessee to Guarantor are hereby waived and postponed in favor of and subordinated to the full payment, performance and observance of the Obligations, and Guarantor agrees to assign and deliver to Lessor on request, as security for this guaranty, (a) any such debts, obligations or liabilities, (b) any instruments or documents evidencing the same, (c) any security therefor, and (d) any payments or transfers with respect thereto, or indemnificationrecoveries on security therefor, received by Guarantor after default under any right to participate in any claim or remedy of the Guarantied Parties Obligations. Guarantor indemnifies and holds harmless Lessor and its stockholders, directors, officers, trustees, beneficiaries, agents, employees and persons acting by, through, under or in concert with any of them, and any of their successors, personal representatives or assigns (collectively, the "Indemnitees") from and against Obligor any liability, damage, loss, cost or expense, including reasonable attorneys' fees, incurred in connection with any claim, suit or proceeding by Lessee or anyone claiming out of or relating to the Obligations, the transactions pursuant to which the Obligations were incurred, or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligor, directly or indirectly, in cash or other property or actions by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and Indemnitees to enforce the Guarantied Obligations shall not have been paid in cash, in full, such amount shall be deemed or to have been paid to Guarantor recover on security for the benefit of, and held in trust for, the Guarantied Parties, and shall forthwith be paid to the Guarantied Parties to be credited and applied upon the Guarantied Obligations, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation; Subordination. Notwithstanding any other provision of this Guaranty, until such time as all of the Obligations shall have been paid and performed in full and the Credit Agreement and all Commitments thereunder shall have terminated pursuant to the terms thereof, the Guarantor hereby irrevocably waives all rights of subrogation against the Company arising as a result of payment by the Guarantor hereunder and will not prove any claim in competition with any Bank in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature. The Guarantor hereby acknowledges that the waiver contained in the preceding sentence (the "Subrogation Waiver") is given as an inducement to Obligorthe Banks to consummate the transactions contemplated by the Credit Agreement and any other agreement referred to therein and, until in consideration of the willingness of the Banks to consummate said transactions, the Guarantor agrees that it shall not in any way amend or modify the Subrogation Waiver without the prior indefeasible payment written consent of the Banks. The Guarantor further acknowledges that the Subrogation Waiver is made for the benefit of any and all creditors of the Company, whether existing on the date hereof or thereafter arising, whether the claim of any such creditor against the Company is direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise. The Subrogation Waiver and the provisions of this section shall survive the expiration or termination of the Credit Agreement and all Commitments thereunder, this Guaranty and the other Loan Documents. Until such time as all of the Obligations shall have been paid and performed in full and the Credit Agreement and all Commitments thereunder shall have been terminated pursuant to the terms thereof, the Guarantor will not claim any set-off or counterclaim against the Company in cash respect of all Guarantied Obligations, any liability of the Guarantor to the Company; the Guarantor will not claim any set-off or counterclaim (other rights which it may now than any compulsory counterclaim) against any Bank in any proceeding or hereafter acquire against Obligor that arises from action to enforce this Guaranty; and the existence, payment, performance or enforcement Guarantor waives any benefit of Guarantor's obligations under this Article II, including any right of subrogation, reimbursement, exoneration, or indemnification, and any right to participate in any claim collateral which may be held by the Administrative Agent or remedy any Bank. The payment of any amounts due with respect to any indebtedness of the Guarantied Parties against Obligor or any collateral which the Agent Company now has or hereafter acquiresheld by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any Event of Default in the payment or performance of the Obligations, whether the Guarantor will not demand, xxx for or not otherwise attempt to collect any such claimindebtedness of the Company to the Guarantor. If, remedy or right (all such claimsnotwithstanding the foregoing sentence, remedies and rights being collectively called "Subrogation Rights") arises in equitythe Guarantor shall collect, or under contract, statute or common law, including the right to take enforce or receive from Obligor, directly or indirectly, any amounts in cash or other property or by set-off or in any manner, payment or security on account respect of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in fullindebtedness, such amount shall be deemed to have been paid to collected, enforced and received by the Guarantor as trustee for the benefit of, Banks and held in trust for, the Guarantied Parties, and shall forthwith be paid over to the Guarantied Parties to be credited and applied upon Administrative Agent on account of the Guarantied Obligations, whether matured or unmatured. Obligations without affecting in any manner the liability of the Guarantor acknowledges that it will receive direct and indirect benefits from under the Restructuring Document and that the waiver set forth in other provisions of this Section 2.6 is knowingly made in contemplation of such benefitsGuaranty.

Waiver of Subrogation; Subordination. Guarantor hereby irrevocably waives with respect to Obligorthe Borrower, until termination of the Commitment of the Lenders with respect to the Borrower and thereafter until the prior indefeasible payment in full in cash of all Guarantied ObligationsObligations of the Borrower under the Loan Documents, any claim or other rights which it may now or hereafter acquire against Obligor the Borrower or any other obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIGuaranty or any other Loan Document or otherwise, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Parties against Obligor the Borrower or any other obligor or any collateral which the Agent any Guarantied Party now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligorthe Borrower or any other obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in full, and the Commitments of the Lenders have not been terminated, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Parties, and shall forthwith be paid to the Guarantied Parties to be credited and applied upon the Guarantied Obligationsobligations of the Borrower, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation; Subordination. Guarantor hereby irrevocably waives with respect to Obligorany Borrower, until the prior indefeasible payment in full in cash of all Guarantied ObligationsObligations of such Borrower under the Loan Documents, any claim or other rights which it may now or hereafter acquire against Obligor such Borrower or any other obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIGuaranty or any other Loan Document (but not rights with respect to Guarantor Loans), including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Guaranteed Parties against Obligor such Borrower or any other obligor or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligorsuch Borrower or any other obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in full, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Guaranteed Parties, and shall forthwith be paid to the Guarantied Guaranteed Parties to be credited and applied upon the Guarantied ObligationsObligations of such Borrower, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation; Subordination. Guarantor hereby irrevocably waives with respect to Obligorany Borrower, until termination of the Commitments of the Banks with respect to such Borrower and thereafter until the prior indefeasible payment in full in cash of all Guarantied ObligationsObligations of such Borrower under the Loan Documents, any claim or other rights which it may now or hereafter acquire against Obligor such Borrower or any other obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIRestated Guaranty or any other Loan Document or otherwise, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Parties against Obligor such Borrower or any other obligor or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligorsuch Borrower or any other obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in full, and the Commitments of the Banks with respect to such Borrower have not been terminated, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Parties, and shall forthwith be paid to the Guarantied Parties to be credited and applied upon the Guarantied ObligationsObligations of such Borrower, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document financing arrangements contemplated by the Restated Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits. Notwithstanding the foregoing, the Subrogation Rights of Guarantor shall not include (and Guarantor acknowledges that it has no interest in) any of the collateral pledged by any of the Borrowers under the Pledge Agreement.

Waiver of Subrogation; Subordination. Guarantor hereby ------------------------------------ irrevocably waives with respect to Obligorany Borrower, until termination of the Commitment of the Bank with respect to such Borrower and thereafter until the prior indefeasible payment in full in cash of all Guarantied ObligationsObligations of such Borrower under the Loan Documents, any claim or other rights which it may now or hereafter acquire against Obligor such Borrower or any other obligor that arises from the existence, payment, performance or enforcement of Guarantor's obligations under this Article IIGuaranty or any other Loan Document or otherwise, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Parties against Obligor such Borrower or any other obligor or any collateral which the Agent Bank now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligorsuch Borrower or any other obligor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Guarantied Obligations shall not have been paid in cash, in full, and the Commitments of the Banks with respect to such Borrower have not been terminated, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for, the Guarantied Parties, and shall forthwith be paid to the Guarantied Parties to be credited and applied upon the Guarantied Obligationsobligations of such Borrower, whether matured or unmatured. Guarantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation; Subordination. Guarantor The Grantor hereby irrevocably waives with respect to Obligorany Borrower, until the prior indefeasible payment in full in cash of all Guarantied Secured Obligations, any claim or other rights which it may now or hereafter acquire against Obligor any Borrower that arises from the existence, payment, performance or enforcement of Guarantorthe Grantor's obligations under this Article IIhereunder, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Guarantied Parties Banks and the Administrative Agent against Obligor any Borrower or any collateral which the Collateral Agent now has or hereafter acquires, whether or not such claim, remedy or right (all such claims, remedies and rights being collectively called "Subrogation Rights") arises in equity, or under contract, statute or common law, including the right to take or receive from Obligorany Borrower, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor the Grantor in violation of the preceding sentence and the Guarantied Secured Obligations shall not have been paid in cash, in full, such amount shall be deemed to have been paid to Guarantor the Grantor for the benefit of, and held in trust for, the Guarantied PartiesBanks and the Administrative Agent, and shall forthwith be paid to the Guarantied Parties Banks and Administrative Agent to be credited and applied upon the Guarantied Secured Obligations, whether matured or unmatured. Guarantor The Grantor acknowledges that it will receive direct and indirect benefits from the Restructuring Document Amendment and that the waiver set forth in this Section 2.6 11.4 is knowingly made in contemplation of such benefits.