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 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 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 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. 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 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. 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 furtherance; provided that so long as no such default has occurred and is continuing, any Originator shall be entitled to make payments 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, Performance Guarantor shall not seek any reimbursement from any Borrower be entitled to receive payments in respect of payments made by any such subordinated indebtedness. If, notwithstanding the foregoing sentence, Performance Guarantor in connection with this Guarantyshall collect, enforce or receive any amounts in respect of amounts realized by Lender such indebtedness while any default in connection with any collateral for the Obligations, and Guarantor expressly subordinates and postpones any right to enforce any remedy that Lender now has payment 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 performance of any of the Guaranteed Obligations or against any Borroweris continuing, to the extent not subordinated and postponed pursuant to this Section, such amounts shall be collected, enforced nor and received by Performance Guarantor as trustee for Recipient and be paid over to Recipient on account of the Guaranteed Obligations without affecting in any payment accepted until manner the Obligations are paid liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in fullderogation 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 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 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. 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. 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 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 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. 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. 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. 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. 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. 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. 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. 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. 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 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 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 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 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 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 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. 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 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. 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 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. 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. 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 Exh. XI-8 fifth amended and restated receivables purchase agreement 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, sxx 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 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.

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 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 to this Guaranty shall constitute Guarantor a creditor in full in cash, of Borrower. Until all amounts owing to Lender under the Obligations shall have been paid in fullGuaranteed Obligations, Guarantor shall not seek any reimbursement from any Borrower in respect the termination of payments made by Guarantor in connection with the Loan and termination of this Guaranty, or the Loan Agreement and the other Loan Documents. If any amount shall be paid to Guarantor in respect violation of amounts realized by Lender the immediately preceding sentence, such amount shall be held in connection with any collateral trust for the Obligationsbenefit of Agent and shall forthwith be paid to 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 Agent may have against determine. Any Indebtedness of Borrower or any other Person and waives guarantors of the benefit of, or any right to participate in, any collateral Obligations now or hereafter held by Lender. No claim which Guarantor (the “Obligee Guarantor”) is hereby expressly and fully subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by Guarantor may have 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 Guarantor 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. 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. Until the payment and performance in full of all Obligations: (a) 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 the Guarantor shall not prove any claim for reimbursement, contribution, indemnity in competition with the Lender or subrogation which its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; (b) the Guarantor may have shall not claim any set-off or counterclaim against a the Borrower as a guarantor in respect of any liability of the Obligations Borrower to the Guarantor; and (c) the Guarantor waives any benefit of and any other legal right to participate in any collateral which may be held by the Lender or equitable claim against a Borrower arising out any affiliate of the payment Lender. During the continuance of an Event of Default, all payments of any amounts due with respect to any indebtedness of the Obligations Borrower now or hereafter held by the Guarantor shall be subordinated to the prior payment in full of the Obligations. The Guarantor agrees that during the continuance of an Event of Default, it will not demand, xxx for or from otherwise attempt to collect any such indebtedness of the proceeds of any collateral for this Guaranty, Borrower to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in fullfull or until the applicable Event of Default has been satisfied or cured in the Lender's reasonable judgment. In furtheranceIf, and not notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in limitation, respect of such indebtedness in violation of the foregoing waiversentence, until all such amounts owing to Lender under shall be collected, enforced and received by 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 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 (other than by reducing the extent not subordinated and postponed pursuant to outstanding amount of the Obligations) the 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 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, sue for this Guaranty, or otherwise attempt to collect any such Indebtedness of any Xxrrower 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 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 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 fullguaranty 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. 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 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 full.full and all such payments are not subject to any right of recovery. Guaranty

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 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, xxx for 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 Any and postpones all rights of subrogation that any claim Borrower have against another Borrower or against any collateral or security for reimbursement, any Bank Indebtedness may and any and all rights of contribution, indemnity or subrogation which Guarantor and/or substitution that any Borrower may have against a another Borrower as a guarantor of shall be junior and subordinate to all Bank Indebtedness, to any rights that Bank may have against all Borrowers, and to all right, title and interest that Bank may have in any such collateral or security for the Obligations and any other legal Bank Indebtedness. Bank may use, sell or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor or from the proceeds dispose of any item of collateral or security for this Guarantythe Bank Indebtedness as it sees fit without regard to any subrogation rights any Borrower may have, until all amounts owing and upon any such disposition or sale of such collateral or security any rights of subrogation that any Borrower may have with respect to Lender under such collateral or security shall terminate. Until the Obligations Bank Indebtedness 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 indefeasibly paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant Borrower shall take, or permit to this Guaranty shall constitute Guarantor a creditor be taken, any action to exercise (a) any right 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 subrogation arising in respect of payments made by Guarantor in connection with this Guarantythe Bank Indebtedness, or (b) any right of contribution arising in respect of amounts realized by Lender in connection with the Bank Indebtedness that any collateral for the ObligationsBorrower may have, and Guarantor expressly subordinates and postpones (c) any right to enforce any remedy that Lender which Bank now has or may hereafter may have against any other Person and waives the Borrower or (d) any benefit of, or and any right to participate in, any collateral security now or hereafter held by LenderBank. No claim which If 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, amount shall be enforced nor paid to any payment accepted until the Obligations are Borrower on account of such subrogation or contribution rights at any time when all Bank Indebtedness shall not have been paid in full, such amount shall be held in trust for Bank and shall forthwith be paid over to Bank to be credited and applied against the Bank Indebtedness, whether matured or unmatured, in accordance with the terms 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 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. 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 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. 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. 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. Until the payment and performance in full of all Guarantied Obligations, no Guarantor expressly subordinates shall exercise any rights against the Issuer 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 Issuer in respect of any liability of such Guarantor to the Issuer; 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 Issuer 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 Issuer 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. 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 in 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, provided that so long as no Event of Default exists, or no demand for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor payment of any of the Obligations then due and payable in accordance with their terms 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 other legal writings as shall evidence such subordinated indebtedness. The Guarantor agrees that during the existence of any Event of Default, the Guarantor will not demand, sxx for or equitable claim against a Borrower arising out otherwise attempt to collect any such indebtedness of the payment of Borrower to 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 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 for the Obligations, benefit of the 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. 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. Guarantor expressly subordinates and postpones any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor of Until the Obligations have been fully and any other legal or equitable claim against a Borrower arising out of finally performed and indefeasibly paid in full in cash, 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 (i) shall have been paid in full. In furtherance, no right of subrogation with respect to such Obligations 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 (ii) waives any right to enforce any remedy that Lender which the Seller now has or may hereafter may have against the Buyer or any other Person Obligor, and (iii) waives the any benefit of, or and any right to participate in, any security or collateral now given to the Seller, to secure the payment or hereafter held by Lender. No claim which performance of all or any Guarantor may have against any other guarantor of any part of the Obligations or against any Borrowerother liability of the Buyer to the Seller. Should the Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, the extent not subordinated Guarantor hereby expressly and postponed pursuant irrevocably (A) subordinates to this Sectionthe Obligations any and all rights at law or in equity to subrogation, shall be enforced nor reimbursement, exoneration, contribution, indemnification or set off that the Guarantor may have with respect to the Buyer or any payment accepted other Obligor until the Obligations are fully and finally performed and indefeasibly paid in fullfull in cash and (B) waives any and all defenses available to a surety, guarantor, or accommodation co-obligor until the Obligations are indefeasibly paid in full in cash. The Guarantor acknowledges and agrees that this subordination is intended to benefit the Seller and shall not limit or otherwise affect the Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Seller and its successors and assigns are intended third-party beneficiaries of the waivers and agreements set forth in this Section.

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 Borrower 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. 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 in 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 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 reimbursementpayment of any of the Liabilities has been made that remains unsatisfied, contributionthe Borrower may make, indemnity or subrogation which and the Guarantor may have against a Borrower 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 other writings as a guarantor shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations and Liabilities, the Guarantor will not demand, xxx for or otherwise attempt to collect any other legal or equitable claim against a Borrower arising out such indebtedness of the payment of Borrower to the Obligations by Guarantor or from until the proceeds of any collateral for this Guaranty, until all amounts owing to Lender under the Obligations 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, 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 Lender and be paid over to the Lender on account of the Liabilities 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 Administrator, any Purchaser Agent or any Purchaser against Originator, (b) hereby waives all lights 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. 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 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. 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. 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 Until the Full Payment of all of the Obligations and any and all other legal or equitable claim against a obligations of 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 furtheranceor any Affiliate of Lender, 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, Affiliate Guarantor shall not seek exercise any reimbursement from rights against Borrower arising as a result of payment by the Parent Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with Lender or such Affiliate in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; Affiliate Guarantor will not claim any setoff, recoupment or counterclaim against Borrower in respect of payments made by any liability of Affiliate Guarantor in connection with this Guaranty, or in respect to Borrower; and Affiliate Guarantor 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 Lender or any such Affiliate. The payment of any amounts due with respect to any indebtedness of Borrower now or hereafter held by Lender. No claim which any owed to Affiliate Guarantor may have against any other guarantor is hereby subordinated to the prior Full Payment of any all of the Obligations and any and all other obligations of Borrower to Lender or against any BorrowerAffiliate of Lender. Affiliate Guarantor agrees that, after the occurrence of any Default or Event or Default, Affiliate Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of Xorrower to Affiliate Guarantor until Full Payment of all of the extent not subordinated and postponed pursuant to this SectionObligations. If, notwithstanding the foregoing sentence, Affiliate Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced nor any payment accepted until and received by Affiliate 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 Affiliate Guarantor under the other provisions of the guaranty contained herein.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Final Payout Date, Indemnification 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 the Seller, the Recipient or any Purchaser against any Covered Entity to the claims of the Seller, the Recipient and the Purchasers 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 United States Bankruptcy Code) which Indemnification Guarantor might now have or hereafter acquire against a Borrower arising out of the payment of the Obligations by Guarantor or any Covered Entity that arise from the proceeds existence or performance of Indemnification Guarantor’s obligations hereunder, (b) will not claim any collateral for this Guarantysetoff, 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 recoupment or counterclaim against any reimbursement from any Borrower Covered Entity in respect of payments made by any liability of Indemnification 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 Recipient or the Purchasers. The cash payment of any amounts due with respect to any indebtedness of any Covered Entity now or hereafter held by Lenderowed to Indemnification Guarantor is hereby subordinated to the prior payment in full of all of the Payment Obligations in accordance with the following sentence. No claim which Indemnification Guarantor agrees that, after the occurrence and during the continuation of any Guarantor may have against any other guarantor default in the payment of any of the Payment Obligations, Indemnification Guarantor will not demand, xxx for or otherwise attempt to collect cash payment of any such indebtedness of any Covered Entity to Indemnification Guarantor until the Final Payout Date. If, notwithstanding the foregoing sentence, Indemnification Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Payment Obligations or against any Borrowerare still outstanding, to the extent not subordinated and postponed pursuant to this Section, such amounts shall be collected, enforced nor and received by Indemnification Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Payment Obligations without affecting in any payment accepted until manner the Obligations are paid in fullliability of Indemnification Guarantor under the other provisions of this Guarantee.

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 Banks under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 14.01, whether by subrogation or otherwise, against the 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 any amounts due with respect to any Indebtedness of the Obligations Borrower or any other Subsidiary Guarantor on the Original Effective Date or thereafter 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 14 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, sxx for this Guaranty, or otherwise attempt to collect any such indebtedness of the 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 the ObligationsAdministrative Agent, and Guarantor expressly subordinates the Banks and postpones any right Affiliates thereof and 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 guarantee 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 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. The Guarantor expressly subordinates and postpones waives any right against the Customer arising as a result of any payment by the Guarantor hereunder, by way of subrogation, reimbursement, indemnification, contribution or otherwise. The Guarantor will not prove or prosecute any claim for reimbursementin respect of any payment hereunder, contributionwhether in bankruptcy or insolvency proceedings or otherwise, indemnity and the Guarantor will not claim any set-off or subrogation which counterclaim against the Customer in respect of any liability of the Guarantor may have against a Borrower to the Customer. 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, provided that so long as a guarantor no default in the payment or 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, Bank 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 Bank 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. No Guarantor expressly subordinates and postpones shall exercise any claim for reimbursementright or -------------------------- remedy it may acquire against Borrower or any other Guarantor by way of subrogation, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor result of the Obligations and any other legal or equitable claim against a Borrower arising out of the payment of the Obligations by Guarantor Bank Liabilities pursuant to a guaranty contained in this Article or from the proceeds of any collateral for this Guarantyotherwise, until all amounts owing to Lender under the Obligations shall Bank Liabilities have been paid in full. In furtheranceEach Guarantor hereby subordinates all sums presently or hereafter owed by Borrower to Guarantors to all Bank Liabilities presently or hereafter owed by Borrower to Bank. This subordination shall cover all forms of debt and claims that are presently or hereafter owed to Guarantor, including but not limited to income, fees, expenses, loans and other sums Borrower or any other Guarantor may owe to such Guarantor. Upon demand by Bank after the occurrence of and during the continuance of any Event of Default, no Guarantor shall demand or accept payment of any consideration or debt from Borrower or any other Guarantor unless and until the Bank Liabilities have been satisfied in full; provided, however, Guarantors may continue to receive usual and customary expense payments, rental payments and other payments typically made by Borrower to or on behalf of Guarantors in the ordinary course of business. Any sums received by any Guarantor in violation of this paragraph shall be held by Guarantor in trust for Bank, and not such Guarantor shall immediately notify Bank in limitationwriting of all such sums received. Upon receiving demand from Bank, of the foregoing waiver, until all amounts owing to Lender under the Obligations shall have been paid sums received and held in full, Guarantor hereby agrees that no payment by Guarantor trust 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, paragraph shall be enforced nor any payment accepted until the Obligations are immediately paid in fullover to Bank.

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 Term Loan 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 for payment by such Guarantor under the Guarantee in this GuarantySection 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 xxx 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 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. 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, sue for this Guaranty, or otherwise attempt xx 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. 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 Agent and the Banks, the Guarantors shall not exercise any rights against a the Borrower arising out 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 Banks 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 Borrower in respect of any liability of the Guarantors to the Borrower; 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 Borrower 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 and during the continuance of any collateral Event of Default in the payment or performance of the Obligations, the Guarantors will not demand, sue for this Guaranty, or otherwise attempt to xxxlect any such indebtedness of the Borrower 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 when an Event of Default has occurred and is continuing, 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 Banks 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. Without limiting any other right Creditor has at law or in equity against the Guarantor, if Debtor fails to pay any obligation when and as due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor expressly subordinates and postpones agrees to promptly pay the amount of such unpaid obligations to Creditor in cash. Upon payment by Guarantor of any claim for reimbursementsums to Creditor as provided herein, all of the Guarantor’s rights of subrogation, exoneration, contribution, reimbursement, indemnity or subrogation which Guarantor may have otherwise arising therefrom against a Borrower as a guarantor Debtor shall be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all obligations. In addition, any indebtedness of the Obligations and any other legal Debtor now or equitable claim against a Borrower arising out hereafter held by Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the payment Guaranteed Obligations. The Guarantor hereby subordinates any and all obligations owed to the Guarantor by the Debtor to the Guaranteed Obligations. Guarantor shall be subrogated to all rights of the Obligations Creditor against Debtor in respect of any amounts paid by Guarantor or from pursuant to the proceeds Guaranty, provided that Guarantor waives any rights it may acquire by way of any collateral for subrogation under this Guaranty, by any payment made hereunder or otherwise, until all amounts owing to Lender under of the Guaranteed Obligations shall have been irrevocably paid to Creditor in full. In furtheranceIf any amount shall be paid to the Guarantor on account of (i) such subrogation exoneration, and not in limitationcontribution, reimbursement, indemnity or similar rights or (ii) or any such indebtedness of the foregoing waiver, until Debtor at any time when all amounts owing to Lender under the Guaranteed Obligations shall not have been paid in full, Guarantor hereby agrees that no payment by Guarantor pursuant such amount shall be held in trust for the benefit of Creditor and shall forthwith be paid 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 Creditor (with any collateral for necessary endorsement or assignment) to be applied to the Guaranteed Obligations, and Guarantor expressly subordinates and postpones any right whether due or to enforce any remedy that Lender now has or hereafter may have against any other Person and waives become due, in accordance with 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 terms 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 fullAgreement.

Subrogation; Subordination. Guarantor expressly subordinates and postpones waives any claim for reimbursement, contribution, indemnity or subrogation which Guarantor may have against a Borrower Borrowers as a guarantor of the Obligations and any other legal or equitable claim against a Borrower 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 Lender Agent and each Noteholder 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 BorrowerBorrowers. Until all amounts owing to Lender Agent and each Noteholder under or in connection with the Obligations shall have been paid in full, Guarantor shall not seek any reimbursement from any Borrower Borrowers in respect of payments made by Guarantor in connection with this Guaranty, or in respect of amounts realized by Lender Agent or any Noteholder 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 Noteholder 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 Noteholder. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against any BorrowerBorrowers, 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 Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise (i) any claim for reimbursementright of subrogation (whether contractual, contribution, indemnity or subrogation which Guarantor may have against a Borrower as a guarantor under §509 of the Obligations Bankruptcy Code, at law or in equity or otherwise) to any of the rights or claims of Recipient, any Agent, or any Lender against Mohawk Servicing, any Originator or Mohawk Resources and (ii) any other contractual, statutory or legal or equitable claim rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against a Borrower arising out any of the Originators, Mohawk Servicing or Mohawk Resources that arise from the existence or performance of the Performance Guarantor’s obligations hereunder, and (b) will not claim any setoff, recoupment or counterclaim against Mohawk Servicing, any Originator or Mohawk Resources in respect of any liability of Performance Guarantor to Mohawk Servicing, any Originator or Mohawk Resources. The payment of any amounts due with respect to any indebtedness of Mohawk Servicing, any Originator or Mohawk Resources now or hereafter owed to Performance Guarantor is hereby subordinated to the Obligations by prior payment in full of all of the 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 Guarantyor otherwise attempt to collect any such indebtedness of Mohawk Servicing, any Originator or Mohawk Resources 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 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 Banks under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 14.01, whether by subrogation or otherwise, against the 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 any amounts due with respect to any Indebtedness of the Obligations 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 14 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, sue for this Guaranty, or otherwise attempt to collect any such indebtedness of xxx 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 the ObligationsAdministrative Agent, and Guarantor expressly subordinates the Banks and postpones any right Affiliates thereof and 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 guarantee 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 Issuer 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 Issuer in respect of any liability of such Guarantor to the Issuer; 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 Issuer 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 Issuer 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 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 and all obligations of Principal Debtor to Agent and/or the Lenders under the Financing Documents, (a) the Guarantor shall not exercise any rights against Principal Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation or equitable otherwise, and will not prove any claim in competition with Agent and/or the Lenders or their respective affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; (b) the Guarantor will not claim any set-off or counterclaim against a Borrower arising out Principal Debtor in respect of any liability of the Guarantor to Principal Debtor; and (c) the Guarantor waives any benefit of and any right to participate in any collateral which may be held by Agent and/or the Lenders or any such affiliate. The payment of any amounts due with respect to any Indebtedness of Principal Debtor now or hereafter held by the Obligations by Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence and during the continuation of an Event of Default or from a Guaranty Event of Default (as such term is defined in Section 11 below), the proceeds Guarantor will not demand, xxx for or otherwise attempt to collect any such Indebtedness of any collateral for this Guaranty, Principal Debtor to the Guarantor until all amounts owing to Lender under the Obligations shall have been paid in full. In furtheranceNotwithstanding the foregoing, the Guarantor may take any such action if and not in limitationto the extent permitted by the Loan Agreement, of or other Financing Documents as applicable. If 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 collect, enforce or receive any reimbursement from any Borrower amounts in respect of payments made such Indebtedness in violation hereof, such amounts shall be collected, enforced and received by the Guarantor in connection with this Guarantyas trustee for Agent, or in respect of amounts realized by Lender in connection with any collateral for the Obligationsbenefit of the 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 Agent, for the benefit ofof the Lenders, 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. Until the payment and performance in full of all of the Guaranty Obligations, the Guarantor expressly subordinates shall not exercise and postpones hereby waives any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution or otherwise, and will not prove any claim for reimbursement, contribution, indemnity in respect of any payment hereunder in competition with the Lender in bankruptcy or subrogation which 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 that may be held by the Lender. 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 Guarantor or from Guaranty Obligations; provided, however, that, until the proceeds occurrence of any collateral default in the payment or performance of the Guaranty Obligations, the Borrower may pay any such indebtedness of the Borrower to the Guarantor. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranty 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 Guaranty 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 while any Guaranty Obligations are still outstanding, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Lender and be paid over to the Lender on account of the Guaranty 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. 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 Arrangers, 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. Guarantor expressly subordinates and postpones will not exercise any claim for reimbursement, contribution, indemnity or rights that it may acquire by way of 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 under this Guaranty, by virtue of any payment made hereunder or otherwise, until all amounts owing to Lender under the Guaranteed Obligations shall have been paid or performed in full. In furtheranceFor the purposes hereof, the Guaranteed Obligations will not be deemed to be “paid or performed in full” until the expiration of two years and not in limitationone day (without the filing of any bankruptcy, dissolution, reorganization, or insolvency proceedings by or against Guarantor or Borrower during such period) after such payment and/or performance. If any amount is paid to Guarantor on account of such subrogation rights before the foregoing waiver, until all amounts owing to Lender under the Guaranteed Obligations shall have been paid or performed in full, Guarantor hereby agrees that no payment by Guarantor pursuant the amount will be held in trust for the benefit of Lender and will immediately be paid to this Guaranty shall constitute Guarantor a creditor of BorrowerLender to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in such order as Lender, in its sole and absolute discretion, determines. Until all amounts owing to Lender under the Guaranteed Obligations shall have been are paid or performed in full, Guarantor shall not seek any reimbursement from any indebtedness of 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 Guarantor is hereby subordinated to the indebtedness of Borrower to Lender. No claim which any Any such indebtedness of Borrower to Guarantor may have against any other guarantor of any will, if Lender so requests, be collected, enforced and received by Guarantor as trustee for Lender and be paid over to Lender on account of the Obligations indebtedness of Borrower to Lender, but without reducing or against limiting in any Borrower, to manner the extent not subordinated and postponed pursuant to liability of 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 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 Exh. XI-34 fifth amended and restated receivables purchase agreement Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sxx 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 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 full.time enter into with Performance Guarantor. SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY

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 Recipient, the Administrative Agent or any Purchaser against any OtherSubsidiary Originator, (b) hereby waives all rights of subrogation until the date after the Facility Termination Date on which all of the Aggregate Unpaids shall have been paid and performed in full (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 the Purchasers against any OtherSubsidiary 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 any OtherSubsidiary Originator that arise from the existence or performance of Provider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any OtherSubsidiary Originator in respect of any liability of Provider to such OtherSubsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any OtherSubsidiary 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 OtherSubsidiary 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 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 8 shall be supplemental to and not in 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 Provider.

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. 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 SEVENTH AMENDED AND RESTATED PERFORMANCE GUARANTY 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 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 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. 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 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 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. 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 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. 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 The Borrowers hereby agree that, until such time as all of the Guarantied Indebtedness shall have been finally paid and postpones the Lender’s and affiliates of Lender’s obligations to make advances of Guarantied Indebtedness shall have terminated, no payment made by or on account of any Borrower pursuant to this Section 3.6 shall entitle such Borrower, by subrogation or otherwise, to any payment by any other Borrower or from or out of any property of any other Borrower, and the Borrower making such payment shall not exercise any right or remedy against any such other Borrower or any property of any such other Borrower by reason of any performance by the Borrower making such payment of its obligations under this Section 3.6, including any claim for or other rights which it may now or hereafter acquire against any such other Borrower that arise from the existence, payment, performance or enforcement of the guaranty under this Section 3.6, including any right of subrogation, reimbursement, exoneration, 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 Guarantyindemnification, 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 inin any claim or remedy of the Lender or any affiliate of Lender, as the case may be, against any such other Borrower or any collateral now or hereafter held pledged to the Lender or any affiliate of Lender, whether or not such claim, remedy or right arises in equity, at law or under contract, directly or indirectly, is for cash or other property or arises by Lenderset-off or in any other manner (as payment or security on account of such claim or other rights). No claim which Each Borrower hereby further agrees that any Guarantor may have and all claims of such Borrower against any other guarantor of any of the Obligations Borrower, or against any of such other Borrower, to the extent not subordinated and postponed pursuant to this Section’s properties, shall be enforced nor subordinate and subject in right of payment to the prior payment of all of the Guarantied Indebtedness; provided, however, any payment accepted until such other Borrower may in the Obligations are ordinary course, and so long as no Event of Default or any condition that with notice or passage of time or both would be an Event of Default exists or would be caused by such payment, pay such claims. If any amount shall be paid to any Borrower in fullviolation of this Section 3.6(g), such amount shall be deemed to have been paid to such Borrower for the benefit of, and held in trust for the benefit of, the Lender or the applicable affiliate of Lender and shall forthwith be paid to the Lender. Each Borrower acknowledges that it has received and will receive direct and indirect benefits from the financing arrangements contemplated the Guarantied Documents and that the forbearance set forth in this Section 3.6 is knowingly granted in contemplation of such benefits.

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.