IN FULL.
IN ADDITION TO THE FOREGOING,
EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL CLAIMS OR OTHER RIGHTS IT
MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER,
BORROWER, OR ANY OTHER PERSON UNDER CHAPTER 34 OF THE TEXAS BUSINESS AND
COMMERCE CODE, UNDER RULES 31 AND 163 OF THE TEXAS RULES OF CIVIL PROCEDURE,
UNDER SECTION 17.001 OF THE TEXAS CIVIL PRACTICE AND REMEDIES CODE AND UNDER ANY
OTHER STATUTE OF ANY STATE OR OTHER JURISDICTION REQUIRING RECOURSE AGAINST THE
PRIMARY OBLIGOR OR IMPOSING OTHER REQUIREMENTS AS A CONDITION TO RECOURSE
AGAINST A GUARANTOR IF AND TO THE EXTENT THAT THE SAME MAY BE APPLICABLE TO THIS
GUARANTY.
EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS PARAGRAPH 11, EACH
GUARANTOR SHALL HAVE ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, EXONERATION,
CONTRIBUTION, AND INDEMNIFICATION THAT MAY EXIST UNDER CURRENTLY APPLICABLE LAW.
12.
SUBORDINATION OF INDEBTEDNESS AND LIENS.
THE PAYMENT OF ANY
AND ALL PRINCIPAL OF AND INTEREST ON ALL INDEBTEDNESS OF BORROWER, WHETHER
DIRECT, INDIRECT, FIXED, CONTINGENT, LIQUIDATED, UNLIQUIDATED, JOINT, SEVERAL,
OR JOINT AND SEVERAL, NOW OR HEREAFTER EXISTING, DUE OR TO BECOME DUE TO ANY
GUARANTOR (SUCH AMOUNT, COLLECTIVELY, THE "SUBORDINATED DEBT"), SHALL IN ALL
RESPECTS BE SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT AND ENFORCEMENT TO THE
PRIOR PAYMENT AND ENFORCEMENT IN FULL OF THE GUARANTEED OBLIGATIONS AS PROVIDED
IN THIS PARAGRAPH 12.
EXCEPT AS MAY BE EXPRESSLY PERMITTED BY SECTION 9.4 OF
THE CREDIT AGREEMENT, NO PAYMENT SHALL BE MADE ON OR WITH RESPECT TO THE
SUBORDINATED DEBT (WHETHER OWED TO ANY GUARANTOR OR ANY AFFILIATE OF A
GUARANTOR) UNLESS AND UNTIL THE GUARANTEED OBLIGATIONS SHALL HAVE BEEN PAID AND
PERFORMED IN FULL.
IN THE EVENT THAT ANY GUARANTOR OR ANY AFFILIATE OF A
GUARANTOR SHALL RECEIVE ANY PAYMENT ON ACCOUNT OF THE SUBORDINATED DEBT IN
VIOLATION OF THIS PARAGRAPH 12, SUCH GUARANTOR WILL HOLD, OR CAUSE TO BE HELD
(AS THE CASE MAY BE), ANY AMOUNT SO RECEIVED IN TRUST FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS AND WILL FORTHWITH DELIVER, OR CAUSE TO BE
DELIVERED (AS THE CASE MAY BE), SUCH PAYMENT TO THE ADMINISTRATIVE AGENT AND THE
LENDERS, IN THE FORM RECEIVED, TO BE APPLIED TO THE GUARANTEED OBLIGATIONS.
ALL
LIENS (IF ANY) SECURING PAYMENT OF ALL OR ANY PART OF THE SUBORDINATED DEBT (THE
"SUBORDINATED LIENS") SHALL BE AND REMAIN INFERIOR AND SUBORDINATE TO THE LIENS
(IF ANY) SECURING PAYMENT OF ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS,
REGARDLESS OF WHETHER SUCH SUBORDINATED LIENS PRESENTLY EXIST OR ARE HEREAFTER
CREATED OR WHEN SUCH SUBORDINATED LIENS WERE CREATED, PERFECTED, FILED, OR
RECORDED.
NO GUARANTOR SHALL EXERCISE OR ENFORCE ANY CREDITORS' RIGHTS OR
REMEDIES THAT IT MAY HAVE AGAINST BORROWER OR FORECLOSE, REPOSSESS, SEQUESTER,
OR OTHERWISE INSTITUTE ANY ACTION OR PROCEEDING (WHETHER JUDICIAL OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, THE COMMENCEMENT OF, OR JOINDER IN, ANY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, LIQUIDATION, RECEIVERSHIP, OR OTHER
DEBTOR RELIEF LAW) TO ENFORCE ANY SUBORDINATED LIEN ON ANY ASSETS OF BORROWER OR
ANY OTHER PERSON UNLESS