Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in full, Provider (a) waives and agrees not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient or any Purchaser against Bank or NCI, (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 and Purchasers against Bank or NCI 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 Bank or NCI that arise from the existence or performance of Provider's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI in respect of any liability of Provider to Bank or NCI and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI to Provider until all of the Obligations shall have been indefeasibly 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 7 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. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Agent, Blue Ridge or any other Purchaser against Bank or NCIany 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 Recipient, the Agent and Purchasers Blue Ridge against Bank or NCI 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 Provider Performance Guarantor might now have or hereafter acquire against Bank or NCI any Subsidiary Originator that arise from the existence or performance of ProviderPerformance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Subsidiary Originator in respect of any liability of Provider Performance Guarantor to Bank or NCI such Subsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Secured Parties, the Agent or PurchasersBlue Ridge. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Subsidiary Originator now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ any ▇r NCI ▇▇sidiary Originator to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and an performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider 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 Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Agent or Blue Ridge against any Purchaser against Bank or NCIOriginator, (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 Recipient, the Agent and Purchasers Blue Ridge against Bank or NCI 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 Performance Guarantor might now have or hereafter acquire against Bank or NCI any Originator that arise from the existence or performance of ProviderPerformance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider Performance Guarantor to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Agent or PurchasersBlue Ridge. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue for ▇▇r or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider 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 Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in fullFinal Payout Date, Provider Performance Guarantor (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Administrative Agent or any Purchaser Lender against Bank or NCI, (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) any Covered Entity to the claims of Recipient Administrative Agent and Purchasers the Lenders against Bank or NCI any Covered Entity 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 Performance Guarantor might now have or hereafter acquire against Bank or NCI any Covered Entity that arise from the existence or performance of Provider's Performance Guarantor’s obligations hereunder, (cb) after the occurrence and continuance of any default in the payment or performance of any of the Obligations, will not claim any setoff, recoupment or counterclaim against Bank or NCI any Covered Entity in respect of any liability of Provider Performance Guarantor to Bank or NCI such Covered Entity and (dc) waives any benefit of and any right to participate in any collateral security which may be held by Recipient the Administrative Agent or Purchasersthe Lenders. The cash payment of any amounts due with respect to any indebtedness of Bank or NCI any Covered Entity now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the ObligationsObligations in accordance with the following sentence. Provider Performance Guarantor agrees that, after the occurrence and continuance of any default in the payment or performance of any of the Obligations, Provider Performance Guarantor will not demand, sue for or otherwise attempt to collect cash payment of any such indebtedness of Ban▇ ▇r NCI any Covered Entity to Provider Performance Guarantor until all of the Obligations shall have been indefeasibly paid and performed in fullFinal Payout Date. If, notwithstanding the foregoing sentence, Provider after the occurrence and continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider Performance Guarantor as trustee for Recipient Administrative Agent (and its assigns) and be paid over to Recipient Administrative Agent (or its assigns) on account of the Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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. 11.1 Notwithstanding anything to the contrary contained herein, to the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in full, Provider Performance Undertaking Provider: (a) waives and agrees will not to enforce exercise or otherwise exercise assert until the Final Payout Date any right of subrogation to any of the rights of Recipient or any Purchaser against Bank or NCI, (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 any Beneficiary against any Performance Party, and Purchasers against Bank or NCI until the Final Payout Date hereby waives any and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in claims which the United States Bankruptcy Code) which Performance Undertaking Provider might now have or hereafter acquire against Bank any Performance Party in connection with, or NCI that arise from as a result of, the existence or performance of the Performance Undertaking Provider's ’s obligations hereunder, under this Deed; (cb) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Performance Party in respect of any liability of the Performance Undertaking Provider to Bank or NCI and any Performance Party until the Final Payout Date; and (dc) waives any benefit of and any right to participate in any collateral security which may be held by Recipient any Beneficiary (or Purchasers. its assigns). 11.2 The payment of any amounts due with respect to any indebtedness of Bank or NCI any Performance Party now or hereafter owed to the Performance Undertaking Provider is hereby subordinated to the prior payment in full of all of the Obligations. The Performance Undertaking Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, until the Final Payout Date, the Performance Undertaking Provider will not demand, sue s▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Performance Party to Provider until all of the Obligations shall have been indefeasibly paid and performed in fullPerformance Undertaking Provider. If, notwithstanding the foregoing sentence, the Performance Undertaking Provider shall collectcollects, enforce enforces or receive receives any amounts in respect of such indebtedness while any Obligations are still unperformed before the Final Payout Date, it shall collect, enforce or outstanding, receive and hold such amounts shall be collected, enforced and received by Provider as trustee for Recipient (the Beneficiaries and its assigns) and be paid over shall pay such amounts to Recipient (or its assigns) the Administrative Agent on behalf of the Beneficiaries on account of the Obligations Obligations, without affecting in any manner the liability of the Performance Undertaking Provider under the other provisions of this Undertaking. Deed. 11.3 The provisions of this Section 7 Clause shall be supplemental to and not in derogation of any rights and remedies of Recipient any Beneficiary under any separate subordination agreement which Recipient any Beneficiary may at any time and from time to time enter into with the Performance Undertaking Provider.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider Provider: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient any Recipient, the Agent or any Purchaser against Bank or NCIany 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 and Purchasers (including each Purchaser) against Bank or NCI 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 Bank or NCI such Originator that arise from the existence or performance of Provider's ’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient or Purchasers(including any Purchaser). The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider until all of the Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Provider as trustee for Recipient Recipients (and its their respective assigns) and be paid over to Recipient Recipients (or its 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 7 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. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders or the Insurer against any Purchaser against Bank Seller or NCICollection Agent, (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 and Purchasers Recipient, the Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders or the Insurer against Bank any Seller or NCI Collection Agent 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 Performance Guarantor might now have or hereafter acquire against Bank any Seller or NCI Collection Agent that arise from the existence or performance of Provider's Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank any Seller or NCI Collection Agent in respect of any liability of Provider Performance Guarantor to Bank any Seller or NCI Collection Agent and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Recipient, the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank any Seller or NCI Collection Agent now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Seller or Collection Agent to Provider Performance Guarantor until all of the Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider 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 Provider Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider Provider: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient any Recipient, the Agent or any Purchaser against Bank or NCIany 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 and Purchasers (including each Purchaser) against Bank or NCI 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 Bank or NCI such Originator that arise from the existence or performance of Provider's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient or Purchasers(including any Purchaser). The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider until all of the Obligations shall have been indefeasibly 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 Recipients (and its their respective assigns) and be paid over to Recipient Recipients (or its 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 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT provisions of this Section 7 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. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full each Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, any Agent or any Purchaser against Bank or NCIany of the Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient Recipient, any Agent and the Purchasers against Bank or NCI any of the Originators 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 such Performance Guarantor might now have or hereafter acquire against Bank or NCI any of the Originators that arise from the existence or performance of Provider's such Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any of the Originators in respect of any liability of Provider such Performance Guarantor to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Recipient, any Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI any of the Originators now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Each Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider such Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any of the Originators to Provider such Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider 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 Provider such Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Provider such Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 Providerany Performance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider Provider: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Administrative Agent or any Purchaser against Bank or NCIany Subsidiary 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 Recipient, the Administrative Agent and the Purchasers against Bank or NCI 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 Provider might now have or hereafter acquire against Bank or NCI any Subsidiary Originator that arise from the existence or performance of Provider's ’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Subsidiary Originator in respect of any liability of Provider to Bank or NCI such Subsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Subsidiary Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Subsidiary Originator to Provider until all of the Obligations shall have been indefeasibly 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 7 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. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Agent or Blue Ridge against any Purchaser against Bank or NCIOriginator, (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 Recipient, the Agent and Purchasers Blue Ridge against Bank or NCI 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 Performance Guarantor might now have or hereafter acquire against Bank or NCI any Originator that arise from the existence or performance of ProviderPerformance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider Performance Guarantor to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Agent or PurchasersBlue Ridge. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue for or otherwise attempt attem▇▇ to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider 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 Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to Each Subsidiary Guarantor hereby agrees that until the contrary contained herein, to the extent permitted by law Facility Termination Date it shall waive any claim and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in full, Provider (a) waives and agrees shall not to enforce or otherwise exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation to any of the rights of Recipient or otherwise, against Borrower or any Purchaser against Bank or NCI, (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 and Purchasers against Bank or NCI 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 Bank or NCI that arise from the existence or performance of Provider's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI in respect of any liability of Provider to Bank or NCI and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI 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 other Subsidiary Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, Provider will whether now existing or hereafter arising, including but not demand, sue for or otherwise attempt limited to collect any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guarantee, to the indefeasible payment in full in cash of all Secured Obligations. If the Secured Parties so request, any such obligation or indebtedness of Ban▇ ▇r NCI any such other Loan Party to Provider until all of the Obligations shall have been indefeasibly 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 Subordinating Loan Party shall be collected, enforced and performance received by Provider the Subordinating Loan Party as trustee for Recipient (the Secured Parties and its assigns) and the proceeds thereof shall be paid over to Recipient (or its assigns) the Secured Parties on account of the Obligations Secured Obligations, but without reducing or affecting in any manner the liability of Provider the Subordinating Loan Party under this Agreement. Without limitation of the other provisions foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Indebtedness incurred pursuant to Section 6.01(d). If any amounts are paid to a Subsidiary Guarantor in violation of this Undertaking. The provisions of this Section 7 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.Section

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full Performance Guarantor: (ai) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Administrative Agent, the Banks, the Purchaser Agents or any Purchaser the Purchasers against Bank or NCIthe Originator, (bii) 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 and Recipient, the Administrative Agent, the Banks, the Purchaser Agents or the Purchasers against Bank or NCI 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 Provider Performance Guarantor might now have or hereafter acquire against Bank or NCI the Originator that arise from the existence or performance of Provider's Performance Guarantor’s obligations hereunder, (ciii) will not claim any setoff, recoupment or counterclaim against Bank or NCI the Originator in respect of any liability of Provider Performance Guarantor to Bank or NCI the Originator and (div) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Administrative Agent, the Banks, the Purchaser Agents or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI the Originator now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI the Originator to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of and solely to the extent of such unperformed or outstanding Guaranteed Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 8 shall be supplemental to and not in derogation of any rights and remedies of Recipient (or its assigns) under any separate subordination agreement which Recipient (or its assigns) may at any time and from time to time enter into with ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything (a) Subject to the contrary contained hereinfinal sentence of Section 2.5(c) hereof, the Parent Company will not (i) exercise any rights which it may have acquired by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, or (ii) accept any payment on account of such subrogation rights, or any rights of reimbursement, indemnity or any rights or recourse to any security for the Notes or this Guaranty unless and until all of the obligations, undertakings or conditions to be performed or observed by the Issuer pursuant to the extent permitted by law Notes and until the Amended and Restated Note Purchase Agreements at the time of the Parent Company's exercise of any such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes right shall have been performed, observed or paid in full, Provider (a) waives and agrees not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient or any Purchaser against Bank or NCI, . (b) hereby waives all For a period of one hundred eighty (180) days after the payment in full of the Guaranteed Obligations, the Parent Company will not, subject to the final sentence of Section 2.5(c) hereof, exercise (x) any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity statutory or otherwise) to the claims of Recipient and Purchasers the Noteholders against Bank the Issuer or NCI any other guarantor of the Guaranteed Obligations (each referred to herein as the "Other Party") and all contractual, statutory or legal or equitable common law rights of contribution, reimbursement, indemnification contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty; (y) any right to enforce any other remedy which the Noteholders now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Guaranteed Obligations; and similar rights and "claims" (z) any claims (as that such term is defined in the United States Bankruptcy Code) which Provider might now it may at any time otherwise have against any Other Party arising from any transaction whatsoever, including without limitation its right to assert or hereafter acquire against Bank or NCI that arise from the existence or performance of Provider's obligations hereunder, enforce any such claims. (c) will not claim The Parent Company hereby subordinates the payment of all Debt and other obligations of the Issuer or any setoffOther Party owing to the Parent Company, recoupment whether now existing or counterclaim against Bank or NCI hereafter arising, including, without limitation, all rights and claims described in respect of any liability of Provider to Bank or NCI Sections 2.5(a) and (db) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI now or hereafter owed to Provider is hereby subordinated hereof, to the prior indefeasible payment in full of all of the Guaranteed Obligations. Provider agrees thatIf the Required Holders so request, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI to Provider until all of the Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce Debt or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts other obligations shall be collected, enforced and performance received by Provider the Parent Company as trustee for Recipient (the Noteholders and its assigns) and the proceeds thereof shall be paid over to Recipient (the Noteholders to be credited and applied upon the Guaranteed Obligations, whether matured or its assigns) on account of the Obligations unmatured, as may be directed by Required Holders, but without reducing or affecting in any manner the liability of Provider the Parent Company under this Guaranty. (d) If any amount or other payment is made to or accepted by the other provisions Parent Company in violation of this Undertakingthe preceding Sections 2.5(a), (b) or (c), such amount shall be deemed to have been paid to the Parent Company for the benefit of, and held in trust for the benefit of, the Noteholders and shall be paid over to the Noteholders, in the form received (together with any necessary endorsements), promptly upon request therefor, to be applied to the Guaranteed Obligations, whether matured or unmatured, in such order as may be directed by the Required Holders. The provisions Parent Company acknowledges that it will receive benefits from the exchange of the Existing Notes for the Notes and the reorganization of the Parent Company and its Subsidiaries contemplated by the Amended and Restated Note Purchase Agreements and that the waiver set forth in this Section 7 shall be supplemental to and not paragraph is knowingly made in derogation contemplation 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 Providersuch benefits.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Agent or any Purchaser Lender against Bank or NCIany 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 Recipient, the Agent and Purchasers the Lenders against Bank or NCI 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 Performance Guarantor might now have or hereafter acquire against Bank or NCI any Originator that arise from the existence or performance of ProviderPerformance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider Performance Guarantor to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Agent or Purchasersthe Lenders. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ any ▇r NCI ▇▇ginator to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider 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 Provider 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 Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of 90 subrogation to any of the rights of Recipient Recipient, the Agent or any Purchaser against Bank or NCIany of the Subsidiary Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient Recipient, the Agent and the Purchasers against Bank or NCI any of the Subsidiary Originators and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that such term is defined in the United States Bankruptcy Code) which Provider Performance Guarantor might now have or hereafter acquire against Bank or NCI any of the Subsidiary Originators that arise from the existence or performance of ProviderPerformance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any of the Subsidiary Originators in respect of any liability of Provider Performance Guarantor to Bank or NCI any of the Subsidiary Originators and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient the Agent or Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of Bank or NCI any of the Subsidiary Originators now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of Bano▇ ▇r NCI ny of the Subsidiary Originators to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider Performance Guarantor as trustee for Recipient (and the Agent as its assignscollateral assignee) and be paid over to Recipient (or the Agent as its assignscollateral assignee) on account of the Guaranteed Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider Provider: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient any Recipient, the Agent or any Purchaser against Bank or NCIany 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 and Purchasers (including each Purchaser) against Bank or NCI any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "“claims" ” (as that FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT term is defined in the United States Bankruptcy Code) which Provider might now have or hereafter acquire against Bank or NCI such Originator that arise from the existence or performance of Provider's ’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient or Purchasers(including any Purchaser). The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider until all of the Obligations shall have been indefeasibly 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 Recipients (and its their respective assigns) and be paid over to Recipient Recipients (or its 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 7 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. 11.1 Notwithstanding anything to the contrary contained herein, to the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in full, Provider Performance Undertaking Provider: (a) waives and agrees will not to enforce exercise or otherwise exercise assert, until the Final Payout Date, any right of subrogation to any of the rights of Recipient or any Purchaser against Bank or NCI, (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 any Beneficiary against any Performance Party, and Purchasers against Bank or NCI until the Final Payout Date hereby waives any and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in claims which the United States Bankruptcy Code) which Performance Undertaking Provider might now have or hereafter acquire against Bank any Performance Party in connection with, or NCI that arise from as a result of, the existence or performance of the Performance Undertaking Provider's obligations hereunder, under this Agreement; (cb) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Performance Party in respect of any liability of the Performance Undertaking Provider to Bank or NCI and any Performance Party until the Final Payout Date; and (dc) waives any benefit of and any right to participate in any collateral security which may be held by Recipient any Beneficiary (or Purchasers. its assigns). 11.2 The payment of any amounts due with respect to any indebtedness of Bank or NCI any Performance Party now or hereafter owed to the Performance Undertaking Provider is hereby subordinated to the prior payment in full of all of the Obligations. The Performance Undertaking Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, until the Final Payout Date, the Performance Undertaking Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Performance Party to the Performance Undertaking Provider until all of the Obligations shall have been indefeasibly paid and performed in fullits capacity as such. If, notwithstanding the foregoing sentence, the Performance Undertaking Provider shall collectcollects, enforce enforces or receive receives any amounts in respect of such indebtedness while any Obligations are still unperformed before the Final Payout Date, it shall collect, enforce or outstanding, receive and hold such amounts shall be collected, enforced and received by Provider as trustee for Recipient (the Beneficiaries and its assigns) and be paid over shall pay such amounts to Recipient (or its assigns) the Administrative Agent on behalf of the Beneficiaries on account of the Obligations Obligations, without affecting in any manner the liability of the Performance Undertaking Provider under the other provisions of this Undertaking. Agreement. 11.3 The provisions of this Section 7 11 shall be supplemental to and not in derogation of any rights and remedies of Recipient any Beneficiary under any separate subordination agreement which Recipient any Beneficiary may at any time and from time to time enter into with the Performance Undertaking Provider.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, prior to the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in fulltermination of its obligations hereunder pursuant to Section 8, Provider Provider: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Agent or any Purchaser against Bank or NCIany 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 Recipient, the Agent and the Purchasers against Bank or NCI 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 Bank or NCI any Originator that arise from the existence or performance of Provider's ’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations, provided that, prior to the occurrence of any default in the payment or performance of any of the Obligations, any Originator may make, and Provider may accept, payments of such indebtedness in the ordinary course. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI such Originator to Provider until all of the Obligations shall have been indefeasibly 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 7 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. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law Performance Obligations are paid and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid performed in full, Provider the Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient or any Purchaser the Lender against Bank or NCIeither Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Federal Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient and Purchasers or the Lender against Bank or NCI either 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 Federal Bankruptcy Code) which Provider the Performance Guarantor might now have or hereafter acquire against Bank or NCI either Originator that arise from the existence or performance of Provider's the Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI either Originator in respect of any liability of Provider the Performance Guarantor to Bank or NCI such Originator, and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or Purchasersthe Lender. The payment of any amounts due with respect to any indebtedness of Bank or NCI either Originator now or hereafter owed to Provider the Performance Guarantor is hereby subordinated to the prior payment in full of all of the monetary Performance Obligations. Provider The Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Performance Obligations, Provider the Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI either Originator to Provider the Performance Guarantor until all of the Performance Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider the Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) the Lender on account of the Performance Obligations without affecting in any manner the liability of Provider the Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient (or the any of its assigns) under any separate subordination agreement which Recipient (or any of its assigns) may at any time and from time to time enter into with ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Agent or Blue Ridge against any Purchaser against Bank or NCISubsidiary 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 Recipient, the Agent and Purchasers Blue Ridge against Bank or NCI 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 Provider Performance Guarantor might now have or hereafter acquire against Bank or NCI any Subsidiary Originator that arise from the existence or performance of ProviderPerformance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Subsidiary Originator in respect of any liability of Provider Performance Guarantor to Bank or NCI such Subsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient the Recipient, the Agent, Blue Ridge or Purchasersany Liquidity Bank. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Subsidiary Originator now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Subsidiary Originator to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider 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 Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider (afull Performance Guarantor: i) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Administrative Agent, the Purchaser Agents or the Purchasers against any Purchaser against Bank or NCIOriginator, (bii) 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 and Recipient, the Administrative Agent, the Purchaser Agents or the Purchasers against Bank or NCI 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 Performance Guarantor might now have or hereafter acquire against Bank or NCI any Originator that arise from the existence or performance of Provider's Performance Guarantor’s obligations hereunder, (ciii) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider Performance Guarantor to Bank or NCI such Originator and (div) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Administrative Agent, the Purchaser Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of and solely to the extent of such unperformed or outstanding Guaranteed Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Beneficiary, the Agent or any Purchaser against Bank or NCIany Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or law, in equity or otherwise) to the claims of Recipient Beneficiary, the Agent and the Purchasers against Bank or NCI each Transaction Party and all contractual, statutory or 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 Provider Performance Guarantor might now have or hereafter acquire against Bank or NCI any Transaction Party that arise from the existence or performance of Provider's Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Transaction Party in respect of any liability of Provider Performance Guarantor to Bank or NCI such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Transaction Party now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider Performance Guarantor will not demand, sue s▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Transaction Party to Provider Performance Guarantor until all of the Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider 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 Provider Performance Guarantor as trustee for Recipient Beneficiary (and its assigns) and be paid over to Recipient Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this UndertakingGuaranty. The provisions of this Section 7 8 shall be supplemental to and not in derogation of any rights and remedies of Recipient Beneficiary under any separate subordination agreement which Recipient Beneficiary may at any time and from time to time enter into with ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider Provider: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient any Recipient, the Agent or any Purchaser against Bank or NCIany 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 and Purchasers (including each Purchaser) against Bank or NCI 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 Bank or NCI such Originator that arise from the existence or performance of Provider's ’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by any Recipient or Purchasers(including any Purchaser). The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue s▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider until all of the Obligations shall have been indefeasibly 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 Recipients (and its their respective assigns) and be paid over to Recipient Recipients (or its 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 7 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. 11.1 Notwithstanding anything to the contrary contained herein, to the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been paid in full, Provider Performance Undertaking Provider: (a) waives and agrees will not to enforce exercise or otherwise exercise assert, until the Final Payout Date, any right of subrogation to any of the rights of Recipient or any Purchaser against Bank or NCI, (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 any Beneficiary against any Performance Party, and Purchasers against Bank or NCI until the Final Payout Date hereby waives any and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and "claims" (as that term is defined in claims which the United States Bankruptcy Code) which Performance Undertaking Provider might now have or hereafter acquire against Bank any Performance Party in connection with, or NCI that arise from as a result of, the existence or performance of the Performance Undertaking Provider's ’s obligations hereunder, under this Agreement; (cb) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Performance Party in respect of any liability of the Performance Undertaking Provider to Bank or NCI and any Performance Party until the Final Payout Date; and (dc) waives any benefit of and any right to participate in any collateral security which may be held by Recipient any Beneficiary (or Purchasers. its assigns). 11.2 The payment of any amounts due with respect to any indebtedness of Bank or NCI any Performance Party now or hereafter owed to the Performance Undertaking Provider is hereby subordinated to the prior payment in full of all of the Obligations. The Performance Undertaking Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, until the Final Payout Date, the Performance Undertaking Provider will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Performance Party to the Performance Undertaking Provider until all of the Obligations shall have been indefeasibly paid and performed in fullits capacity as such. If, notwithstanding the foregoing sentence, the Performance Undertaking Provider shall collectcollects, enforce enforces or receive receives any amounts in respect of such indebtedness while any Obligations are still unperformed before the Final Payout Date, it shall collect, enforce or outstanding, receive and hold such amounts shall be collected, enforced and received by Provider as trustee for Recipient (the Beneficiaries and its assigns) and be paid over shall pay such amounts to Recipient (or its assigns) the Administrative Agent on behalf of the Beneficiaries on account of the Obligations Obligations, without affecting in any manner the liability of the Performance Undertaking Provider under the other provisions of this Undertaking. Agreement. 11.3 The provisions of this Section 7 11 shall be supplemental to and not in derogation of any rights and remedies of Recipient any Beneficiary under any separate subordination agreement which Recipient any Beneficiary may at any time and from time to time enter into with the Performance Undertaking Provider.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient any Beneficiary or the Agent against any Purchaser against Bank or NCIACL Party, (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 each Beneficiary and Purchasers the Agent against Bank or NCI any ACL Party 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 Performance Guarantor might now have or hereafter acquire against Bank or NCI such ACL Party that arise from the existence or performance of ProviderPerformance Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any ACL Party in respect of any liability of Provider Performance Guarantor to Bank or NCI such ACL Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient any Beneficiary or Purchasersthe Agent. The payment of any amounts due with respect to any indebtedness of Bank or NCI any ACL Party now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in Exh. X - 5 the payment or performance of any of the Obligations, Provider Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI such ACL Party to Provider Performance Guarantor until all of the Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider 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 Provider Performance Guarantor as trustee for Recipient the applicable Beneficiary (and its assigns) and be paid over to Recipient such Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 8 shall be supplemental to and not in derogation of any rights and remedies of Recipient any Beneficiary under any separate subordination agreement which Recipient such Beneficiary may at any time and from time to time enter into with ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider Provider: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Administrative Agent or any Purchaser against Bank or NCIany 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 and Purchasers Recipient, the Purchaser Parties against Bank or NCI 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 Bank or NCI any Originator that arise from the existence or performance of Provider's ’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Originator in respect of any liability of Provider to Bank or NCI such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Originator now or hereafter owed to Provider is hereby subordinated to the prior payment in full of all of the Obligations. Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Originator to Provider until all of the Obligations shall have been indefeasibly 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 7 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. Notwithstanding anything (a) Subject to the contrary contained hereinfinal sentence of Section 2.5(c) hereof, the Company will not (i) exercise any rights which it may have acquired by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, or (ii) accept any payment on account of such subrogation rights, or any rights of reimbursement, indemnity or any rights or recourse to any security for the Notes or this Guaranty unless and until all of the obligations, undertakings or conditions to be performed or observed by the Issuer pursuant to the extent permitted by law Notes and until the Note Purchase Agreement at the time of the Company's exercise of any such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes right shall have been performed, observed or paid in full, Provider (a) waives and agrees not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient or any Purchaser against Bank or NCI, . (b) hereby waives all For a period of one hundred eighty (180) days after the payment in full of the Guaranteed Obligations, the Company will not, subject to the final sentence of Section 2.5(c) hereof, exercise (x) any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity statutory or otherwise) to the claims of Recipient and Purchasers the holders against Bank the Issuer or NCI any other guarantor of the Guaranteed Obligations (each referred to herein as the "Other Party") and all contractual, statutory or legal or equitable common law rights of contribution, reimbursement, indemnification contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty; (y) any right to enforce any other remedy which the holders now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Guaranteed Obligations; and similar rights and "claims" (z) any claims (as that such term is defined in the United States Bankruptcy Code) which Provider might now it may at any time otherwise have against any Other Party arising from any transaction whatsoever, including without limitation its right to assert or hereafter acquire against Bank or NCI that arise from the existence or performance of Provider's obligations hereunder, enforce any such claims. (c) will not claim The Company hereby subordinates the payment of all Debt and other obligations of the Issuer or any setoffOther Party owing to the Company, recoupment whether now existing or counterclaim against Bank or NCI hereafter arising, including, without limitation, all rights and claims described in respect of any liability of Provider to Bank or NCI Sections 2.5(a) and (db) waives any benefit of and any right to participate in any collateral security which may be held by Recipient or Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI now or hereafter owed to Provider is hereby subordinated hereof, to the prior indefeasible payment in full of all of the Guaranteed Obligations. Provider agrees thatIf the Required Holder(s) so request, after the occurrence of any default in the payment or performance of any of the Obligations, Provider will not demand, sue for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI to Provider until all of the Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider shall collect, enforce Debt or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts other obligations shall be collected, enforced and performance received by Provider the Company as trustee for Recipient (the holders and its assigns) and the proceeds thereof shall be paid over to Recipient (the holders to be credited and applied upon the Guaranteed Obligations, whether matured or its assigns) on account of the Obligations unmatured, as may be directed by Required Holder(s), but without reducing or affecting in any manner the liability of Provider the Company under this Guaranty. (d) If any amount or other payment is made to or accepted by the other provisions Company in violation of this Undertakingthe preceding Sections 2.5(a), (b) or (c), such amount shall be deemed to have been paid to the Company for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders, in the form received (together with any necessary endorsements), promptly upon request therefor, to be applied to the Guaranteed Obligations, whether matured or unmatured, in such order as may be directed by the Required Holder(s). The provisions Company acknowledges that it will receive benefits from the financing arrangements contemplated by the Note Purchase Agreement and that the waiver set forth in this paragraph is knowingly made in contemplation of this Section 7 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 Providersuch benefits.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Guaranteed Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Recipient, the Agent or any Purchaser Investor against Bank the Originator or NCIthe 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 Recipient, the Agent and Purchasers any Investor against Bank the Originator or NCI the Seller 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 Performance Guarantor might now have or hereafter acquire against Bank the Originator or NCI the Seller that arise from the existence or performance of Provider's Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank the Originator or NCI the Seller in respect of any liability of Provider Performance Guarantor to Bank or NCI the Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Recipient, the Agent or Purchasersany Investor. The payment of any amounts due with respect to any indebtedness of Bank the Originator or NCI the Seller now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Provider Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI the Originator or the Seller to Provider Performance Guarantor until all of the Guaranteed Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Provider 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 Provider Performance Guarantor under the other provisions of this UndertakingGuarantee. The provisions of this Section 7 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 ProviderPerformance Guarantor.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, to until the extent permitted by law and until such time as the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have been Obligations are paid in full, Provider full Performance Guarantor: (a) waives and agrees will not to enforce or otherwise exercise any right of subrogation to any of the rights of Recipient Beneficiary, the Agent or any Purchaser against Bank or NCIany Transaction Party, (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 Beneficiary, the Agent and the Purchasers against Bank or NCI each Transaction Party 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 Performance Guarantor might now have or hereafter acquire against Bank or NCI any Transaction Party that arise from the existence or performance of Provider's Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Bank or NCI any Transaction Party in respect of any liability of Provider Performance Guarantor to Bank or NCI such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of Bank or NCI any Transaction Party now or hereafter owed to Provider Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Provider Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Provider Performance Guarantor will not demand, sue ▇▇▇ for or otherwise attempt to collect any such indebtedness of Ban▇ ▇r NCI any Transaction Party to Provider Performance Guarantor until all of the Obligations shall have been indefeasibly paid and performed in full. If, notwithstanding the foregoing sentence, Provider 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 Provider Performance Guarantor as trustee for Recipient Beneficiary (and its assigns) and be paid over to Recipient Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Provider Performance Guarantor under the other provisions of this UndertakingGuaranty. The provisions of this Section 7 8 shall be supplemental to and not in derogation of any rights and remedies of Recipient Beneficiary under any separate subordination agreement which Recipient Beneficiary may at any time and from time to time enter into with ProviderPerformance Guarantor.