Common use of No Subrogation Clause in Contracts

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off or application of funds holder of the Guarantor by Notes against the Agent Issuer or any Lender, the Guarantor hereby waives any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy holder of the Lenders Notes for the payment of amounts owed by the Issuer and the Agent against the Borrower or any security which the Lenders Guarantors pursuant to this Indenture and the Agent now have Notes (“Obligations”) nor shall any Guarantor seek or hereafter acquirebe entitled to seek any contribution or reimbursement from the Issuer in respect of payments made by such Guarantor hereunder, whether or not such claim, right or remedy arises until all Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent Trustee and the Lendersholders of the Notes, segregated from other funds of the Guarantor, Guarantor and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Trustee in the exact form received by the Guarantor (duly endorsed by the Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder pursuant to this Article 13 or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent or any Lender against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by the Agent or any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from any other guarantor in respect of payments made by such the Guarantor pursuant to this Article 13, until all amounts owing to the Agent and the Lenders by the Guarantor on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the Lenders, segregated from other funds of the Guarantor, Lenders and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determineaccordance with this Agreement.

No Subrogation. Notwithstanding any payment or payments made by each Note Guarantor hereunder, no Note Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off Holder against the Company or application any other Note Guarantor or any collateral security or guarantee or right of funds offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Note Guarantor in respect of payments made by such Note Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Agent or any Lender, Company on account of the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation Obligations are paid in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Note Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by the such Note Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Note Guarantor, and shall, forthwith upon receipt by the such Note Guarantor, be turned over to the Agent Trustee in the exact form received by the such Note Guarantor (duly endorsed indorsed by the such Note Guarantor to the AgentTrustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Note Guarantor hereunder hereunder, the Note Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Issuer or any Lender, the Guarantor hereby waives any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Note Guarantor’s Obligations under its Guarantee, nor shall the Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer in respect of payments made by the Note Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Issuer under the Lenders Notes and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Issuer’s Obligations thereunder and hereunder are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Note Guarantor on account of such subrogation rights at any time when all the Notes and the Issuer’s Obligations thereunder and hereunder shall not have been paid in full, such amount shall be held by the Note Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the Note Guarantor, and shall, forthwith upon receipt by the Note Guarantor, be turned over to the Agent Trustee in the exact form received by the Note Guarantor (duly endorsed indorsed by the Note Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determineNote Guarantor’s Obligations under its Guarantee.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by Lender, Guarantor shall not be entitled to be subrogated to any of the Agent rights of Lender against Borrower, any other Obligor or any Lender, the Guarantor hereby waives any claim, right other Person or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by Lender of the Lenders and payment of the Agent against the Borrower Guaranteed Indebtedness, nor shall Guarantor seek or be entitled to any reimbursement or contribution from Borrower, any other Obligor, or any security which other Person in respect of payments made by Guarantor hereunder, until all amounts owing to Lender by Borrower on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guaranteed Indebtedness are indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull in cash. If any amount shall be paid to the Guarantor on account of such the subrogation rights at any time when all of the Obligations shall Guaranteed Indebtedness has not have been indefeasibly paid in fullfull in cash, such amount shall be held by the Guarantor in trust for the Agent and the LendersGuaranteed Parties, segregated from other funds of the Guarantor, and shall, forthwith immediately upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed by the Guarantor to the AgentLender, if required), to be applied against the ObligationsGuaranteed Indebtedness, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Parent Guarantor hereunder hereunder, the Parent Guarantor shall not be entitled to be subrogated to any of the rights of any holder of a Note against the Issuer or any set-off collateral security or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy Guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in offset held by any claim, right or remedy holder for the payment of the Lenders and Obligations, nor shall the Agent against Parent Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Issuer or any security which Subsidiary Guarantor in respect of payments made by the Lenders and Parent Guarantor hereunder, until all amounts owing to the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises holders of the Notes by the Issuer on account of the Obligations (other than Unmatured Surviving Obligations) are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Parent Guarantor on account of such subrogation rights at any time when all of the Obligations (other than Unmatured Surviving Obligations) shall not have been paid in full, such amount shall be held by the Parent Guarantor in trust for the Agent and holders of the LendersNotes, segregated from other funds of the Parent Guarantor, and shall, forthwith upon receipt by the Parent Guarantor, be turned over to the Agent holders of the Notes in the exact form received by the Parent Guarantor (duly endorsed indorsed by the Parent Guarantor to the Agentholders of the Notes, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by the Lenders and Lender or any of its affiliates for the Agent now have payment of the Obligations, nor shall the Guarantor seek or hereafter acquirebe entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, whether or not such claim, right or remedy arises until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by the Lenders and Lender for the Agent now have payment of the Obligations, nor shall the Guarantor seek or hereafter acquire, whether be entitled to seek any contribution or not such claim, right reimbursement from the Borrower or remedy arises any other Person in equity, under contract, respect of payments made by statute, under common law or otherwisethe Guarantor hereunder until all amounts owing to the Lender by the Borrower on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been indefeasibly paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, Guarantor and shall, shall forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determineelect.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Lender against UPDA or any Lender, the other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by the Lender for the payment of the Lenders and the Agent against the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from UPDA or any security which other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Lenders and Lender by UPDA on account of the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the Agent, Lender if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the The Guarantor hereby waives unconditionally and irrevocably agrees not to exercise any claim, right or remedy which the Guarantor rights that it may now have or may hereafter acquire against the Borrower Buyer or Merger Sub that arises hereunder and/or arise from the performance by existence, payment, performance, or enforcement of the Guarantor hereunder Guarantor's obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, contribution or indemnification or participation and any right to participate in any claim, right claim or remedy of the Lenders and the Agent Seller against the Borrower Buyer or any security which the Lenders and the Agent now have or hereafter acquireMerger Sub, whether or not such claim, remedy or right or remedy arises in equity, equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyer or Merger Sub, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim, remedy or right, unless and until the Obligation shall have been indefeasibly paid in full in cash. If any amount shall be paid to the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the Obligations shall not have been paid indefeasible payment in fullfull in cash of the Obligation, such amount shall be received and held by the Guarantor in trust for the Agent and the Lendersbenefit of Seller, shall be segregated from other property and funds of the Guarantor, Guarantor and shall, shall forthwith upon receipt by be paid or delivered to Seller in the Guarantor, same form as so received (with any necessary endorsement or assignment) to be turned over credited and applied to the Agent Obligation, in accordance with the exact form received by terms of the Guarantor (duly endorsed by the Guarantor to the Agent, if required), to be applied against the ObligationsMerger Agreement, whether matured or unmatured, in such order or to be held as collateral for the Agent may determineObligation.

No Subrogation. Notwithstanding any payment or payments made by the Subsidiary Guarantor hereunder hereunder, the Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Company or any Lender, the other Subsidiary Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Obligations, nor shall the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by the Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Company on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the Lenders, segregated from other funds of the Subsidiary Guarantor, and shall, forthwith upon receipt by the Subsidiary Guarantor, be turned over to the Agent Trustee in the exact form received by the Subsidiary Guarantor (duly endorsed indorsed by the Subsidiary Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Note Guarantor hereunder, no Note Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Initial Holder, the Trustee or any set-off Holder against the Company or application any other Note Guarantor or any collateral security or guarantee or right of funds offset held by the Initial Holder, the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Note Guarantor in respect of payments made by such Note Guarantor hereunder, until all amounts owing to the Initial Holder, the Trustee and the Holders by the Agent or any Lender, Company on account of the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation Obligations are paid in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Note Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by the such Note Guarantor in trust for the Agent Initial Holder or the Trustee and the LendersHolders, segregated from other funds of the such Note Guarantor, and shall, forthwith upon receipt by the such Note Guarantor, be turned over to the Agent Initial Holder or the Trustee in the exact form received by the such Note Guarantor (duly endorsed indorsed by the such Note Guarantor to the AgentTrustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any performance, payment or payments made by the Guarantor hereunder (or any set-off or application of funds of the Guarantor by Owner), Guarantor shall not be entitled to be subrogated to any of the Agent rights of Willbros or of any rights of Owner hereunder, or any Lendercollateral, the Guarantor hereby waives any claimsecurity, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogationset-off held by Owner, for the performance or payment of the obligations guaranteed hereunder, nor shall Guarantor seek or be entitled to assert or enforce any right of contribution, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent against the Borrower indemnity or any security which the Lenders and the Agent now have other right to payment from Willbros as a result of Guarantor’s performance of its obligations pursuant to this Guarantee until all Guaranteed Obligations are performed or hereafter acquire, whether or not such claim, right or remedy arises paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnity rights at any time when all of the Guaranteed Obligations and all amounts owing hereunder shall not have been performed and paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersOwner, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Owner in the exact form received by the Guarantor (duly endorsed by the Guarantor to the AgentOwner, if required), to be applied against the Guaranteed Obligations, whether matured or unmaturednot matured, in such order as the Agent Owner may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by Buyer, Guarantor shall not be entitled to be subrogated to any of the Agent rights of Buyer against Seller or any Lender, the Guarantor hereby waives other guarantor or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by Buyer for the payment of the Lenders Guaranteed Obligations, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from Seller or any other guarantor in respect of payments made by Guarantor hereunder, until all amounts owing to Buyer by Seller on account of the Obligations are paid in full and the Agent Repurchase Agreement is terminated. Guarantor hereby subordinates all of its subrogation rights against Seller to the Borrower or any security which full payment of Obligations due Buyer under the Lenders and Repurchase Agreement for a period of ninety-one (91) days following the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, final payment of the last of all of the Obligations under contract, by statute, under common law or otherwisethe Facility Documents. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent Buyer or any Lenderof its Affiliates, Guarantor shall not be entitled to be subrogated to any of the Guarantor hereby waives rights of Buyer against any claim, right Seller Party or remedy which the Guarantor may now have any collateral security or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by Buyer for the payment of the Lenders Guarantor’s obligations under this Guaranty, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from any other Seller Party in respect of payments made by Guarantor hereunder, until one year and one day following the Facility Termination Date under the Repurchase Agreement and all of the Seller Parties’ obligations under the Repurchase Agreement and the Agent against the Borrower or any security which the Lenders and the Agent now other Transaction Documents have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisebeen satisfied. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-set off or application of funds of the Guarantor by the Agent Indenture Trustee or any Lenderother Secured Party, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Indenture Trustee or any other Secured Party against the Co-Issuers or any other guarantor or any collateral security or guarantee or right of offset held by the Indenture Trustee or any other Secured Party for the payment of the Guaranteed Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Co-Issuers or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all of the Lenders Notes and the Agent against the Borrower or any security which the Lenders and the Agent now other Guaranteed Obligations have or hereafter acquire, whether or not such claim, right or remedy arises been indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent Indenture Trustee and the Lendersother Secured Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Indenture Trustee in the exact form received by the Guarantor (duly endorsed by the Guarantor to the AgentIndenture Trustee, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent Indenture Trustee may determinedetermine in accordance with the Indenture.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Administrative Agent or any Lender against the Borrower or against any collateral security which or Guaranty or right of offset held by the Lenders and Administrative Agent or any Lender for the Agent now have payment of the Obligations, nor shall the Guarantor seek or hereafter acquirebe entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseuntil the occurrence of a Termination Event. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all before the Obligations shall not have been paid in fulloccurrence of a Termination Event, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off set‑off or application of funds of the Guarantor by the Agent or any LenderBuyer, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Buyer against Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Buyer for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Seller or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Buyer by the Seller on account of the Lenders Obligations are paid in full and the Agent Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Seller to the Borrower or any security which full payment of Obligations due Buyer under the Lenders and Repurchase Agreement for a period of ninety-one (91) days following the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, final payment of the last of all of the Obligations under contract, by statute, under common law or otherwisethe Repurchase Documents. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent Buyer or any Lenderof its Affiliates, Guarantor shall not be entitled to be subrogated to any of the Guarantor hereby waives rights of Buyer against Seller or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy Guarantee Obligation or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by Buyer for the payment of the Lenders Guarantor Obligations, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from Seller in respect of payments made by Guarantor hereunder, until all amounts owing to Buyer by Seller on account of the Guarantor Obligations are paid and satisfied in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseMaster Repurchase Agreement is terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine. Nothing in the foregoing shall prevent or prohibit Guarantor from receiving and retaining distributions from Seller in the ordinary course provided that such distributions are not then prohibited by the Master Repurchase Agreement. Buyer shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for Guarantor Obligations for the Master Repurchase Agreement or for this Guaranty or any property subject thereto.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderBuyer, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Buyer against the Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Buyer or any of its affiliates for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Seller or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Buyer by the Seller on account of the Lenders Obligations are paid in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseMaster Repurchase Agreement is terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Issuer on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guaranteed Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Trustee in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentTrustee, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor any Borrower hereunder or any set-off setoff or application of funds of the Guarantor any Borrower by the Agent or any Lender, such Borrower shall not be entitled to be subrogated to any of the Guarantor hereby waives rights of the Agent or Lender against any claim, right other Borrower or remedy which the Guarantor may now have any other guarantor or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy collateral security or guaranty or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Agent or participation in any claim, right or remedy Lender for the payment of the Lenders and the Agent against the Obligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower or any security which the Lenders and other guarantor in respect of payments made by such Borrower hereunder, until all amounts owing to the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises and Lenders by the Borrowers on account of the Obligations are irrevocably paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor a Borrower on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably paid in full, such amount shall be held by the Guarantor that Borrower in trust for the Agent and the Lenders, segregated from other funds of the Guarantorthat Borrower, and shall, forthwith upon receipt by the GuarantorBorrower, be turned over to the Agent in the exact form received by the Guarantor such Borrower (duly endorsed indorsed by the Guarantor Borrower to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding The Guarantor will not exercise any rights that it may acquire by way of subrogation under this Guaranty, by any payment or payments made by the Guarantor hereunder or any set-off or application of funds otherwise, until all of the Guarantor by the Agent or any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now Guaranteed Obligations shall have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation been indefeasibly paid in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the Lenders, segregated from other funds benefit of the Guarantor, Guaranteed Party and shall, shall forthwith upon receipt by the Guarantor, be turned over paid to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent, if required), Guaranteed Party to be credited and applied against the to such Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the applicable Guaranteed Document. If (i) the Guarantor shall make payment to the Guaranteed Party of all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations shall be indefeasibly paid in full, the Guaranteed Party will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such order as payment by the Agent may determineGuarantor.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by any Holder, no Guarantor shall be entitled to be subrogated to any of the Agent rights of any Holder against any Obligor or any Lender, the other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogationoffset held by any Holder for the payment of the Guarantied Obligations, reimbursementnor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, contributionparticipation, indemnification contribution or participation reimbursement from any Obligor or any other Guarantor in any claimrespect of payments made by such Guarantor hereunder, right or remedy until all amounts owing to the Holders on account of the Lenders Guarantied Obligations are irrevocably and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull in cash. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guarantied Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, such amount shall be held by the such Guarantor in trust for the Agent and the Lenders, segregated from other funds of the GuarantorHolders, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Holders in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentHolders, if required), to be applied against the Guarantied Obligations, whether matured or unmatured, in such order as the Agent may determineaccordance with Section 7.4 of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by each of the Guarantor hereunder Guarantors, Parent and MidCo hereunder, none of the Guarantors, Parent or MidCo shall be entitled to be subrogated to any of the rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Company or any Lenderother Guarantor, the Guarantor hereby waives Parent or MidCo or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Guaranteed Obligations, nor shall any Guarantor, Parent or MidCo seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor, Parent or MidCo in respect of payments made by such Guarantor, Parent or MidCo hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Company on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guaranteed Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor any Guarantor, Parent or MidCo on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the Guarantor such Guarantor, Parent or MidCo in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, Parent or MidCo, and shall, forthwith upon receipt by the such Guarantor, Parent or MidCo, be turned over to the Agent Trustee in the exact form received by the Guarantor such Guarantor, Parent or MidCo (duly endorsed by the Guarantor such Guarantor, Parent or MidCo to the AgentTrustee, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any collateral security which or guarantee or right of offset held by the Lenders Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, nor claim an amount under any law relating to bankruptcy, winding up or the protection of creditors in relation to the Borrower until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or Purchasers, no Guarantor shall be entitled to be subrogated to any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Purchaser against the Borrower or any other Guarantor or any collateral security which or Guaranty or right of offset held by the Lenders and Purchaser for the Agent now have payment of the Obligations, nor shall any Guarantor seek or hereafter acquirebe entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, right or remedy arises until all amounts owing to the Purchaser by the Borrower on account of the Obligations are indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersPurchaser, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Purchaser in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentPurchaser, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Purchaser may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Administrative Agent or any Lender against the Borrower or against any collateral security which or guarantee or right of offset held by the Lenders and Administrative Agent or any Lender for the Agent now payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, until the Termination Requirements have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisebeen satisfied. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall Termination Requirements have not have been paid in fullsatisfied, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Limited Guarantor hereunder or any set-off or application of funds of the Limited Guarantor by the Agent Buyer, the Limited Guarantor shall not be entitled to be subrogated to any of the rights of the Buyer against the Seller or any Lender, the Guarantor hereby waives other guarantor or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by the Buyer for the payment of the Lenders Obligations, nor shall the Limited Guarantor seek or be entitled to seek any contribution or reimbursement from the Seller or any other guarantor in respect of payments made by the Limited Guarantor hereunder, until all amounts owing to the Buyer by the Seller on account of the Obligations are paid in full and the Agent Repurchase Agreement is terminated. The Limited Guarantor hereby subordinates all of its subrogation rights against Seller to the Borrower or any security which full payment of Obligations due Buyer under the Lenders and Repurchase Agreement for a period of 91 days following the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, final payment of the last of all of the Obligations under contract, by statute, under common law or otherwisethe Facility Documents. If any amount shall be paid to the Limited Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Limited Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Limited Guarantor, and shall, forthwith upon receipt by the Limited Guarantor, be turned over to the Agent Buyer in the exact form received by the Limited Guarantor (duly endorsed indorsed by the Limited Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Lender against any Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Lender for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the be entitled to seek any contribution or reimbursement from any Borrower that arises hereunder and/or from the performance or any other Person in respect of payments made by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Lender by the Borrowers on account of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been indefeasibly paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, Guarantor and shall, shall forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determineelect.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor will be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off Holder against the Issuers or application any other Guarantor or any collateral security or guarantee or right of funds offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Agent or any Lender, Issuers on account of the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation Obligations are paid in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisefull. If any amount shall will be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall will not have been paid in full, such amount shall will be held by the such Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shallwill, forthwith upon receipt by the such Guarantor, be turned over to the Agent Trustee in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentTrustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the The Guarantor hereby waives unconditionally and irrevocably agrees not to exercise any claim, right or remedy which the Guarantor rights that it may now have or may hereafter acquire against Parent or Merger Sub with respect to any of the Borrower Guaranteed Obligations that arises hereunder and/or arise from the existence, payment, performance by or enforcement of the Guarantor hereunder Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, contribution or indemnification or participation and any right to participate in any claim, right claim or remedy of the Lenders and the Agent Guaranteed Party against the Borrower Parent or any security which the Lenders and the Agent now have or hereafter acquireMerger Sub, whether or not such claim, remedy or right or remedy arises in equity, equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim, remedy or right, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the Obligations shall not have been paid satisfaction in fullfull of the Guaranteed Obligations, such amount shall be received and held by the Guarantor in trust for the Agent and benefit of the LendersGuaranteed Party, shall be segregated from other property and funds of the Guarantor, Guarantor and shall, shall forthwith upon receipt by the Guarantor, be turned over paid or delivered to the Agent Guaranteed Party in the exact same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Guarantor (duly endorsed by the Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determineunder this Limited Guaranty.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent Buyer or any Lenderof its Affiliates, Guarantor shall not be entitled to be subrogated to any of the Guarantor hereby waives rights of Buyer against any claim, right Seller or remedy which the Guarantor may now have any collateral security or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy Guarantee Obligation or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by Buyer for the payment of the Lenders Guarantor Obligations, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from any Seller in respect of payments made by Guarantor hereunder, until all amounts owing to Buyer by such Seller on account of the Guarantor Obligations are paid and satisfied in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseMaster Repurchase Agreement is terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine. Nothing in the foregoing shall prevent or prohibit Guarantor from receiving and retaining distributions from any Seller in the ordinary course provided that such distributions are not then prohibited by the Master Repurchase Agreement. Buyer shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for Guarantor Obligations for the Master Repurchase Agreement or for this Guaranty or any property subject thereto.

No Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder, no Guarantor hereunder shall be entitled to exercise any rights of subrogation it may have to any of the rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Issuer or any Lender, the other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Issuer on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Trustee in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderBuyer, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Buyer against the Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Buyer for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Seller or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Buyer by the Seller on account of the Lenders Obligations are paid in full and the Agent Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against the Borrower or any security which Seller to the Lenders full payment of Obligations due to the Buyer under the Repurchase Agreement for a period of one year and one day following the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, final payment of the last of all of the Obligations under contract, by statute, under common law or otherwisethe Repurchase Documents. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lenderhereunder, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Trustee or any Holder against the Company or any collateral security or Guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations under this Indenture, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Company in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Trustee and the Holders by the Company on account of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations under this Indenture are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations under this Indenture shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Trustee in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determineObligations under this Indenture.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Lender against the Affiliate Borrowers or any other guarantor or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Affiliate Borrowers or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Lender by the Affiliate Borrowers on account of the Lenders Obligations are paid in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by any Guaranteed Creditor, the Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent Guaranteed Creditor against the Borrower or any collateral security which or guarantee or right of offset held by any Guaranteed Creditor for the Lenders payment of the Borrower’s Obligations until all amounts owing to the Agent and the Guaranteed Creditors by the Borrower on account of the Borrower’s Obligations are paid in full, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder until all amounts owing to the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises and the Guaranteed Creditors by the Borrower on account of the Borrower’s Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Borrower’s Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersGuaranteed Creditors, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Agent, if required), to be applied against the Borrower’s Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Issuer or any Lender, the other Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Issuer on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guaranteed Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Trustee in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentTrustee, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Parent Guarantor hereunder hereunder, the Parent Guarantor shall not be entitled to be subrogated to any of the rights of any holder of the Notes against the Issuer or any set-off collateral security or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guaranty or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in offset held by any claim, right or remedy holder for the payment of the Lenders and Obligations, nor shall the Agent against Parent Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Issuer or any security which Subsidiary Guarantor in respect of payments made by the Lenders and Parent Guarantor hereunder, until all amounts owing to the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises holders of the Notes by the Issuer on account of the Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Parent Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Parent Guarantor in trust for the Agent and holders of the LendersNotes, segregated from other funds of the Parent Guarantor, and shall, forthwith upon receipt by the Parent Guarantor, be turned over to the Agent holders of the Notes in the exact form received by the Parent Guarantor (duly endorsed indorsed by the Parent Guarantor to the Agentholders of the Notes, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Administrative Agent or any Lender against any Borrower or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the be entitled to seek any contribution or reimbursement from any Borrower that arises hereunder and/or from the performance in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Administrative Agent and the Lenders by the Borrowers on account of the Lenders Obligations (other than contingent indemnification obligations for which no claim has been made) are paid in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Administrative Agent or any Lender against the Borrower or any collateral security which or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determineCredit Agreement shall provide.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderGurnet, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of Gurnet against the Borrower or right of offset held by Gurnet for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any security which contribution or reimbursement from the Lenders and Borrower in respect of payments made by the Agent now have or hereafter acquireGuarantor hereunder, whether or not such claim, right or remedy arises until all of the Obligations to Gurnet under this Agreement are Paid in equity, under contract, by statute, under common law or otherwiseFull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations to Gurnet under this Agreement shall not have been paid Paid in fullFull, such amount shall be held by the Guarantor in trust for the Agent and the LendersGurnet, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Gurnet in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentGurnet, if required), to be applied against the Obligations, whether matured or unmatured, in such order as a manner consistent with the Agent may determineprovisions of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of Lender against the Borrower or any other Guarantor or any collateral security which or guarantee or right of offset held by Lender for the Lenders and payment of the Agent now have Borrower Obligations, nor shall any Guarantor seek or hereafter acquirebe entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, right or remedy arises until all amounts owing to Lender by the Borrower on account of the Borrower Obligations are indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the Guarantor, such Guarantor be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder Guarantors hereunder, or any set-off or application of funds of the Guarantor Guarantors by the Agent or any Lender, the Guarantor hereby waives Guarantors shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or against any collateral security which or guaranty or right of offset held by the Lenders Lender for the payment of the Obligations, nor shall the Guarantors seek any reimbursement or indemnification from the Borrower in respect of payments made by the Guarantors hereunder, until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCredit Facility is terminated. If any amount shall be paid to the Guarantor Guarantors on account of such subrogation or other rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Guarantors in trust for the Agent and the Lenders, Lender segregated from other funds assets of the GuarantorGuarantors, and shall, shall forthwith upon receipt by the GuarantorGuarantors, be turned over to the Agent Lender in the exact form received by the Guarantor Guarantors (duly endorsed indorsed by the Guarantor Guarantors to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Lender against the Company or any Lender, the other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by the Lender for the payment of the Lenders and Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Agent against the Borrower Company or any security which other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Lenders and Lender by the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Company on account of the Obligations are indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent or any Lender against the Borrower or any other Guarantor or any collateral security which or guarantee or right of offset held by the Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other Guarantor or any collateral security which or guarantee or right of offset held by the Lenders Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Borrower Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off Holder against the Company or application any other Subsidiary Guarantor, if any, or any collateral security or guarantee or right of funds offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor, if any, in respect of payments made by the Agent or any Lender, Subsidiary Guarantor hereunder until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation Obligations are paid in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the a Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by the Subsidiary Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the Subsidiary Guarantor, and shall, forthwith upon receipt by the Subsidiary Guarantor, be turned over to the Agent Trustee in the exact form received by the Subsidiary Guarantor (duly endorsed indorsed by the Subsidiary Guarantor to the AgentTrustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the VFN Guarantor hereunder or any set-off or application of funds of the VFN Guarantor by the Agent any Buyer Party or any Lenderof their respective Affiliates, VFN Guarantor shall not be entitled to be subrogated to any of the Guarantor hereby waives rights of any claim, right Buyer Party against Seller or remedy which the Guarantor may now have any collateral security or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogationoffset held by any Buyer Party for the payment of VFN Guarantor’s Guaranty Obligations or Guaranty Expenses, reimbursement, exoneration, nor shall VFN Guarantor seek or be entitled to seek any contribution, indemnification indemnity or participation reimbursement from the Seller in any claimrespect of payments made by VFN Guarantor hereunder, right or remedy of until the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseTermination Date. If any amount shall be paid to the VFN Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the VFN Guarantor in trust for the Agent and the LendersBuyer Parties, segregated from other funds of the VFN Guarantor, and shall, forthwith upon receipt by the VFN Guarantor, be turned over to the Agent applicable Buyer Parties in the exact form received by the VFN Guarantor (duly endorsed indorsed by the VFN Guarantor to the Agentany such Buyer Parties, if required), to be applied against the Obligations or Guaranty Obligations, as applicable, whether matured or unmatured, in such order as the Agent Buyer Parties may determine.

No Subrogation. Notwithstanding any payment or payments made by the any -------------- Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other Guarantor or any collateral security which or guarantee or right of offset held by the Lenders and Lender for the Agent now have payment of the Borrower Obligations, nor shall any Guarantor seek or hereafter acquirebe entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, whether or not such claim, right or remedy arises until all amounts owing to the Lender by the Borrower on account of the Borrower Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent Guaranteed Parties, Guarantor shall not be entitled to be subrogated to any of the rights of the Guaranteed Parties against Borrower or any Lender, the Guarantor hereby waives any claim, right other guarantor or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guaranty or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by the Guaranteed Parties for the payment of the Lenders and the Agent against the Obligations, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any security which other guarantor in respect of payments made by Guarantor hereunder, until all amounts owing to the Lenders Guaranteed Parties by Borrower on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseNote Purchase Agreement has been terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and benefit of the LendersGuaranteed Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Guaranteed Parties in the exact form received by the such Guarantor (duly endorsed indorsed by the Guarantor to the AgentGuaranteed Parties, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Guaranteed Parties may determine.

No Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, none of the Guarantor hereunder Subsidiary Guarantors shall be entitled to be subrogated to any of the rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Company or any Lender, the Guarantor hereby waives any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Obligations, nor shall any of the Subsidiary Guarantors seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders, as well as the Borrower or holders of any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contractother Permitted Indebtedness, by statute, under common law or otherwisethe Company on account of the Obligations are paid in full. If any amount shall be paid to any of the Guarantor Subsidiary Guarantors on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Subsidiary Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Subsidiary Guarantor, and shall, forthwith upon receipt by the such Subsidiary Guarantor, be turned over to the Agent Trustee in the exact form received by the such Subsidiary Guarantor (duly endorsed indorsed by the such Subsidiary Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Parent or any Lender, the other Guarantor hereby waives or any claim, right 100 collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Parent or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Parent on account of the Lenders and Obligations under the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guarantees are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations under the Guarantees shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Trustee in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentTrustee, if required), to be applied against the such unpaid Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Collateral Agent or any Lenderof its Affiliates, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of such party against the Borrower or any collateral security which or guarantee or right of offset held by the Lenders Collateral Agent for the payment of the Guaranteed Obligations, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by Guarantor hereunder, until all amounts owing by the Borrower on account of the Guaranteed Obligations are paid and satisfied in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCredit Agreement is terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersCollateral Agent, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Collateral Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Collateral Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off set‑off or application of funds of the Guarantor by the Agent or any Lender, Guarantor shall not be entitled to be subrogated to any of the Guarantor hereby waives any claim, right or remedy which rights of the Guarantor may now have or may hereafter acquire Lender against the Borrower that arises hereunder and/or Parties or any other guarantor or any collateral security or guarantee or right of offset held by the Lender for the payment of the Guarantor Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the performance Borrower Parties or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Lender on account of the Lenders Secured Obligations are paid in full and the Agent Loan Agreement is terminated. Guarantor hereby subordinates all of its subrogation rights against the other Borrower or any security which Parties to the Lenders and full payment of the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, Secured Obligations due Lender under contract, by statute, the Loan Agreement for a period of ninety-one (91) days following the final payment of the last of all of the Secured Obligations under common law or otherwisethe Facility Documents. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by Secured Creditors, no Guarantor shall be entitled to be subrogated to any of the Agent rights of Purchasers against Borrower or any Lender, the other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guaranty or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by Purchasers for the payment of the Lenders and Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Agent against the Borrower Borrowers or any security which other Guarantor in respect of payments made by such Guarantor hereunder, until all of the Lenders Secured Obligations to the Purchasers under the Facility Agreement and in respect of the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Notes are Paid in equity, under contract, by statute, under common law or otherwiseFull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations to the Purchasers under the Facility Agreement and in respect of the Notes shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for the Agent and the LendersSecured Creditors, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Secured Creditors in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentPurchasers, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as a manner consistent with the Agent may determineprovisions of the Facility Agreement and Milestone Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the Agent or any LenderBank, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which of the Guarantor may now have or may hereafter acquire rights of the Bank against the Borrower that arises hereunder and/or or against any collateral security or guaranty or right of offset held by the Bank for the payment of the Obligations, nor shall the Guarantor seek any contribution or reimbursement from the Borrower in respect of any payments (or any parts thereof) made by the Guarantor hereunder until the payment in full of all Obligations, the termination of all lending commitments to the Borrower and the surrender of all Letters of Credit for cancellation has occurred. The Guarantor hereby irrevocably, unconditionally and absolutely waives and agrees not to exercise or claim any rights which it may acquire or claim by way of subrogation, contribution, reimbursement or indemnity with respect to any payments made or performance by the Guarantor hereunder includingor under any other Loan Document or any other documents, without limitation, instrument or agreement evidencing or securing any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders Obligations until the payment in full of all Obligations, the termination of all lending commitments to the Borrower and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to the Guarantor on account surrender of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust Letters of Credit for the Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determinecancellation has occurred.

No Subrogation. Notwithstanding any payment or payments made by Note Guarantor hereunder, no Note Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Issuers or any Lender, the other Note Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Obligations, nor shall any Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuers or any other Note Guarantor in respect of payments made by such Note Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Issuers on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Note Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Note Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Note Guarantor, and shall, forthwith upon receipt by the such Note Guarantor, be turned over to the Agent Trustee in the exact form received by the such Note Guarantor (duly endorsed indorsed by the such Note Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderBeneficiary, the Guarantor hereby waives shall not be entitled to exercise or enforce any claimsubrogation rights of any Beneficiary against Shareholder or any other Person or any collateral security or guarantee or right of offset held by any Beneficiary for the payment of the Guaranteed Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Shareholder or any other Person in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Beneficiaries by Shareholder on account of the Lenders Guaranteed Obligations and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises all amounts owing hereunder are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the Obligations amounts owing hereunder shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBeneficiaries, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Offshore Collateral Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Offshore Collateral Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Offshore Collateral Agent may determineis instructed in writing by an Administrative Agent and in accordance with the provisions of the Security Documents.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off or application of funds of Holder against the Guarantor by the Agent Issuer or any Lender, the other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy Holder for the payment of the Lenders Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Agent against Holders by the Borrower or any security which Issuer on account of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Trustee in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by -------------- the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of any Lender against the Borrower or the Guarantor or any collateral security which or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lenders and by the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Borrower on account of the Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lenders in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLenders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lenders may determine.

No Subrogation. Notwithstanding any payment or payments made by the Subsidiary Guarantor hereunder hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any set-off Holder against the Company or application any other Subsidiary Guarantor, if any, or any collateral security or guarantee or right of funds offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor, if any, in respect of payments made by the Agent or any Lender, Subsidiary Guarantor hereunder until all amounts owing to the Trustee and the Holders by the Company on account of the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation Obligations are paid in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by the Subsidiary Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the Subsidiary Guarantor, and shall, forthwith upon receipt by the Subsidiary Guarantor, be turned over to the Agent Trustee in the exact form received by the Subsidiary Guarantor (duly endorsed indorsed by the Subsidiary Guarantor to the AgentTrustee, if required), to be applied against the Guarantor Obligations. [Insert subordination provisions, whether matured or unmatured, in such order as the Agent may determineif applicable.]

No Subrogation. Notwithstanding Unless and until the Obligations have irrevocably been paid in full, and notwithstanding any payment or payments made by Guarantor hereunder, Guarantor irrevocably waives all rights of subrogation to any of the Guarantor hereunder rights of Lender against Borrower or any set-off or application other Person liable for payment of funds any of the Guarantor by the Agent Obligations or any Lender, the Guarantor hereby waives any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guaranty or right of subrogationoffset held by Lender for the payment or performance of the Obligations, reimbursementand Guarantor irrevocably waives all legal and equitable rights to seek any recourse to or contribution, exonerationrecovery or reimbursement from, or subrogation against, Borrower or any other Person liable for payment or performance of any of the Obligations in respect of payments or performance made by Guarantor hereunder. Notwithstanding the foregoing, Guarantor may assert any claim or seek contribution, indemnification or participation in any claim, right other form of reimbursement from any other party liable for the payment of any or remedy all of the Lenders and Obligations (other than Borrower) in respect of a payment made by such Guarantor of the Agent against the Borrower or Obligations (each a “Contribution Claim”), provided that any security which the Lenders and the Agent now have or hereafter acquire, whether or not payment made pursuant to such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount Contribution Claim shall be paid directly to Lender until such time that Lender shall have been paid the Guarantor full amount of any underlying Obligation which is the basis of such Contribution Claim, together with all other outstanding claims by ▇▇▇▇▇▇ on account of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent, if required), to be applied against the Obligations, whether matured and provided further that the assertion of any Contribution Claim shall not interfere or unmatured, in such order as impede ▇▇▇▇▇▇’s rights or remedies against Guarantor or any other guarantors of the Agent may determineLoan.

No Subrogation. Notwithstanding any payment or payments made by the -------------- Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderGuaranteed Party, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of any Guaranteed Party against the Borrower or guarantee or right of offset held by any security which Guaranteed Party of the Lenders and payment of the Agent now have Guaranteed Obligations, nor shall the Guarantor seek to be entitled to seek any reimbursement or hereafter acquirecontribution from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, whether or not such claim, right or remedy arises until all amounts owing to the Guaranteed Parties by the Borrower on account of the Guaranteed Obligations are indefeasibly paid in equity, under contract, by statute, under common law or otherwisefull in cash. If any amount shall be paid to the Guarantor on account of such the subrogation rights at any time when all of the Guaranteed Obligations shall of the Borrower have not have been indefeasibly paid in fullfull in cash, such amount shall be held by the Guarantor in trust for the Agent and the LendersGuaranteed Parties, segregated from other funds of the Guarantor, and shall, forthwith immediately upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Administrative Agent, if required), to be applied against the ObligationsGuaranteed Obligations of the Borrower, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by Lenders, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any Lender, the other Lender against KP or any other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guaranty or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Collateral Agent or participation in any claim, right or remedy other Lender for the payment of the Lenders and the Agent against the Borrower Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from KP or any security which other Guarantor in respect of payments made by such Guarantor hereunder, until all of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Secured Obligations are Paid in equity, under contract, by statute, under common law or otherwiseFull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for the Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Collateral Agent for distribution to the applicable Lenders in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLenders, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as a manner consistent with the Agent may determineprovisions of the Facility Agreement.

No Subrogation. Notwithstanding any payment or payments made by a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off or application of funds holder of the Guarantor by Notes against the Agent Issuer or any Lender, the Guarantor hereby waives any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Trustee or participation in any claim, right or remedy holder of the Lenders Notes for the payment of the Obligations nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Agent against holders of the Borrower or any security which Notes by the Lenders and Issuer on account of the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Subsidiary Guarantor in trust for the Agent Trustee and the Lendersholders of the Notes, segregated from other funds of the Guarantor, Subsidiary Guarantor and shall, forthwith upon receipt by the Subsidiary Guarantor, be turned over to the Agent Trustee in the exact form received by the Subsidiary Guarantor (duly endorsed indorsed by the Subsidiary Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of Lender against the Borrower or any other Guarantor or any collateral security which or guarantee or right of offset held by the Lenders and Lender for the Agent now have payment of the Borrower Obligations, nor shall any Guarantor seek or hereafter acquirebe entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, whether until all amounts owing to Lender by the Borrower on account of the Borrower Obligations are paid or not such claim, right or remedy arises other-wise satisfied in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off set‑off or application of funds of the Guarantor by the Agent or any LenderBuyer, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Buyer against Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Buyer for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Seller or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Buyer by Seller on account of the Lenders Obligations are paid in full and the Agent Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Seller to the Borrower or any security which full payment of Obligations due Buyer under the Lenders and Repurchase Agreement for a period of 91 days following the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, final payment of the last of all of the Obligations under contract, by statute, under common law or otherwisethe Facility Documents. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent Lender (or any Lenderof its Affiliates), the Guarantor hereby waives shall be not be entitled to be subrogated to any claimof the rights of the Lender (or any of its Affiliates) against FCMC, Holding, Franklin Asset, the Borrowers or any other guarantor or any Collateral or guarantee or right of offset held by the Lender (or remedy which its Affiliates) for the payment of the Obligations, nor shall the Guarantor may now have seek or may hereafter acquire against the be entitled to seek any contribution or reimbursement from FCMC, Holding, Franklin Asset, any Borrower that arises hereunder and/or from the performance or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy in each case until all amounts owing to the Lender (or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy its Affiliates) on account of the Lenders Obligations are paid in full and the Agent against Forbearance Agreements, the Borrower or any security which the Lenders Credit Agreements and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseall other Loan Documents are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent Lender (and the Lendersits Affiliates), segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the -------------- Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by the Lenders and Lender for the Agent now have payment of the Obligations, nor shall the Guarantor seek or hereafter acquire, whether be entitled to seek any contribution or not such claim, right reimbursement from the Borrower or remedy arises any other Person in equity, under contract, respect of payments made by statute, under common law or otherwisethe Guarantor hereunder until all amounts owing to the Lender by the Borrower on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been indefeasibly paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, Guarantor and shall, shall forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determineelect.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the Guarantor hereunder rights of the Trustee or any set-off Holder against the Issuers or application any other Guarantor or any collateral security or guarantee or right of funds offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Agent or any Lender, Issuers on account of the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation Obligations are paid in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust (if not permitted under the applicable laws, for and on behalf of) for the Agent Trustee and the LendersHolders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Trustee in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentTrustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent Lender or any Lenderof its Affiliates, Guarantor shall not be entitled to be subrogated to any of the Guarantor hereby waives rights of Lender against any claim, right related Borrower or remedy which the Guarantor may now have any collateral security or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by Lender for the payment of the Lenders Obligations, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from any related Borrower in respect of payments made by Guarantor hereunder, until all amounts owing to Lender by Borrower on account of the Obligations are paid and satisfied in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseLoan Agreement is terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderBuyer, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Buyer against the Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Buyer or any of its affiliates for the payment of the Guaranteed Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Seller or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Buyer by the Seller on account of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guaranteed Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by Agent, unless and until the Agent or Obligations are paid in full, Guarantor shall not be (i) entitled to payment of any Lender, the Indebtedness owing by Borrower to Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against except for (A) Indebtedness owing by the Borrower to Guarantor that arises hereunder and/or from will be paid on the performance by Closing Date and (B) any reimbursement for income taxes, audit fees and allocated overhead expenses at the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation times and in any claim, right or remedy the amounts set forth in Section 2.5 of the Lenders and Master Loan Agreement, or (ii) subrogated to any of the rights of Agent against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by Agent for the Lenders payment of the Obligations. In addition, Guarantor shall not (unless and until the Agent now have Obligations are paid in full) seek or hereafter acquire, whether be entitled to seek any contribution or not such claim, right reimbursement from the Borrower or remedy arises any other guarantor in equity, under contract, respect of payments made by statute, under common law or otherwiseGuarantor hereunder. If any amount shall be paid to the Guarantor on account of such Indebtedness or subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersAgent, segregated from other funds of the Guarantor, Guarantor and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments -------------- made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderBeneficiary, the Guarantor hereby waives shall not be entitled to exercise or enforce any claimsubrogation rights of the Beneficiary against the Lessor or any other Person or any collateral security or guaranty or right of offset held by the Beneficiary for the payment of the Guaranteed Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Lessor or any other Person in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Beneficiary by the Lessor on account of the Lenders Guaranteed Obligations and all amounts owing hereunder are paid in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseLoan Commitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations and all amounts owing hereunder shall not have been paid in fullfull or the Loan Commitments shall not have been terminated, such amount shall be held by the Guarantor in trust for the Agent and the LendersBeneficiary, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Beneficiary in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBeneficiary, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, no Guarantor shall (a) be entitled to be subrogated to any of the Guarantor hereby waives any claim, right or remedy which rights of the Guarantor may now have or may hereafter acquire Lender against the Borrower that arises hereunder and/or or any collateral security or guaranty or right of offset held by the Lender for the payment of the Guarantied Obligations, (b) seek or be entitled to seek any reimbursement from the performance Borrower in respect of payments made by the any Guarantor hereunder under this Guaranty, or (c) assert any right, claim or cause of action, including, without limitation, any claim, remedy claim of subrogation or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in that any claim, right or remedy of the Lenders and the Agent Guarantor has against the Borrower or any security which the Lenders and the Agent now have or hereafter acquireBorrower, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseall cases until all Guarantied Obligations are paid in full in cash. If any amount shall be is paid to the any Guarantor on account of such subrogation rights at any time when all prior to the Obligations shall not have been paid payment in fullfull in cash of the Guarantied Obligations, such amount shall be held by the such Guarantor in trust for the Agent and benefit of the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Guarantied Obligations, whether matured or unmatured, in such order as the Agent Lender may determinedetermine in accordance with Section 9.2.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder hereunder, or any set-off or application of funds of the any Guarantor by the Agent or any Lender, or the Guarantor hereby waives receipt of any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance amounts by the Guarantor hereunder including, without limitation, Lenders with respect to any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Guaranteed Obligations, Guarantors shall not be entitled to be subrogated to any of the rights of Lenders and the Agent against the Borrower or any other guarantor or against any collateral security which held by Lenders for the payment of the Guaranteed Obligations nor shall Guarantors seek any reimbursement from Borrower or any other guarantor in respect of payments made by Guarantors in connection with the Guaranteed Obligations, until all amounts owing to Agent or Lenders on account of the Guaranteed Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor Guarantors on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the Guarantor Guarantors in trust for the Agent and the Lenders, segregated from other funds of the GuarantorGuarantors, and shall, forthwith upon receipt by the GuarantorGuarantors, be turned over to the Agent Lenders in the exact form received by the Guarantor Guarantors (duly endorsed by the Guarantor Guarantors to the AgentLenders, if required), ) to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determinedetermined by Lenders.

No Subrogation. Notwithstanding any payment or payments made by any of the Guarantor Guarantors hereunder or any set-off or application of funds of any of the Guarantor Guarantors by the Collateral Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Collateral Agent or any Lender against the Borrower or any other Guarantor or any collateral security which or guarantee or right of offset held by the Collateral Agent or any Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to Lenders by the Borrower on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Collateral Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Collateral Agent in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentCollateral Agent or the Lenders, as the case may be, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Collateral Agent or the Lenders may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Agent or any Lender against any Borrower or any other Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guaranty or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by the Agent or participation in any claim, right or remedy Lender for the payment of the Lenders and the Agent against the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any security which other Guarantor in respect of payments made by such Guarantor hereunder, until all of the Lenders Secured Obligations are Paid in Full, no Letter of Credit shall be outstanding and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for the Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the Agent, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lenderhereunder, the Guarantor hereby waives shall not be entitled to any claimrights of subrogation with respect to any of the rights of the Trustee or any Holder against the Issuer or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Issuer in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Trustee and the Holders by the Issuer on account of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent Trustee and the LendersHolders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Trustee in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lenderother Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of Agent or any other Secured Party against Borrower or any Guarantor hereby waives or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guaranty or right of subrogation, reimbursement, exoneration, contribution, indemnification offset held by Agent or participation in any claim, right or remedy other Secured Party for the payment of the Lenders and the Agent against the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any security which Guarantor in respect of payments made by such Guarantor hereunder, until all of the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guaranteed Obligations are Paid in equity, under contract, by statute, under common law or otherwiseFull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for the Agent and the Lendersother Secured Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to Agent (for the Agent benefit of the Secured Parties) in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, as set forth in such order as the Agent may determineSection 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Guarantors hereunder or any set-off or application of funds of the Guarantor Guarantors by any Lender Party, the Agent Guarantors shall not be entitled to be subrogated to any of the rights of the Lender Party against the Borrowers or any Lender, the Guarantor hereby waives other guarantor or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in offset held by any claim, right or remedy Lender Party for the payment of the Lenders Obligations, nor shall the Guarantors seek or be entitled to seek any contribution or reimbursement from the Borrowers or any other guarantor in respect of payments made by the Guarantors hereunder, until all amounts owing to the Lender Parties by the Borrowers on account of the Obligations are paid in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor Guarantors on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor Guarantors in trust for the Agent and the LendersLender Parties, segregated from other funds of the GuarantorGuarantors, and shall, forthwith upon receipt by the GuarantorGuarantors, be turned over to the Agent Lender Parties in the exact form received by the Guarantor Guarantors (duly endorsed indorsed by the Guarantor Guarantors to the AgentLender Parties, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent each Lender Party may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the Agent any Trustee or any LenderHolder, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of such Trustee or such Holder against the Obligor or against any collateral security or guarantee or right of offset held by such Trustee or such Holder for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Obligor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to such Trustee and such Holders by the Obligor on account of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent applicable Trustee and the Lendersapplicable Holders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent applicable Trustee in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Agentapplicable Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderBuyer, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Buyer against any Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Buyer for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance any Seller or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, until all amounts owing to the Buyer by any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy Seller on account of the Lenders Obligations are paid in full and the Agent Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against each Seller to the Borrower or any security which full payment of Obligations due Buyer under the Lenders and Repurchase Agreement for a period of 91 days following the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, final payment of the last of all of the Obligations under contract, by statute, under common law or otherwisethe Facility Documents. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding anything to the contrary in this Agreement, no Guarantor shall be entitled to be subrogated to any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, rights (whether or not such claim, right or remedy arises in equitycontractual, under contractthe Bankruptcy Code, by statuteincluding Section 509 thereof, under common law or otherwise) of any Lender against the Borrower or against any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations nor shall any Guarantor seek or be entitled to seek contribution or reimbursement from the Borrower or any other Person in respect of payments made by such Guarantor hereunder until all amounts owing to the Agent and the Lenders by the Borrower on account of the Obligations are paid in full, the Commitments are terminated and no Letter of Credit remains outstanding. If any amount shall be paid by to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, the Commitments shall not have been terminated or a Letter of Credit remains outstanding, such amount shall be held by the such Guarantor in trust for the Agent and the Lenderstrust, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine. The provisions of this paragraph shall survive the termination of this Guarantee and the payment in full of the Obligations, the termination of the Commitments and the cancellation, revocation or termination of all outstanding Letters of Credit.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder hereunder, or any set-off setoff or application of funds of the any Guarantor by the Agent Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Lender against the Borrowers or any Lender, the other Guarantor hereby waives or against any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy setoff held by the Lender for the payment of the Lenders and Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Agent against the Borrower Borrowers or any security which other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Lenders and Lender by the Agent now have or hereafter acquireBorrowers on account of the Guaranteed Obligations are paid in full. Without limiting the foregoing, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If if any amount shall be paid to the any Guarantor on account of such subrogation rights or otherwise at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Lender against the Borrowers or any other guarantor or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance Borrowers or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all amounts owing to the Lender by the Borrowers on account of the Lenders Obligations are paid in full and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of Lender against the Partnership or against any collateral security or guaranty or right of offset held by Lender for the payment of the Guaranteed Obligation, right or remedy which nor shall the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or seek any reimbursement from the performance Partnership in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation until the Guaranteed Obligation has been paid in any claim, right or remedy of full and Lender shall no longer be a partner in the Lenders and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisePartnership. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all prior to time that the Obligations shall not have Guaranteed Obligation has been paid in fullfull and Lender is no longer a partner in the Partnership, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the ObligationsGuaranteed Obligation, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any LenderGuaranteed Party, the Guarantor hereby waives not shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of any Guaranteed Party against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by any Guaranteed Party for the Lenders and payment of the Agent now have Obligations, nor shall the Guarantor seek or hereafter acquirebe entitled to seek any contribution, whether reimbursement or not such claimindemnification from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, right or remedy arises until all amounts owing to the Guaranteed Parties by the Borrower on account of the Obligations are paid in equity, under contract, by statute, under common law or otherwisefull. If any amount shall be paid to the Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnification rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersGuaranteed Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Guarantors hereunder or any set-off or application of funds of the any Guarantor by the Agent Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Lender against either Borrower or any Lender, the Guarantor hereby waives other guarantor or any claim, right collateral security or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy guarantee or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy offset held by the Lender for the payment of the Lenders and the Agent against the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from either Borrower or any security which other guarantor in respect of payments made by any Guarantor hereunder, until all amounts owing to the Lenders Lender by the Borrowers on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the GuarantorGuarantors, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as pursuant to Section 8(b) of the Agent may determineSecurity Agreement.

No Subrogation. Notwithstanding any payment or payments made by the -------------- Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the Agent or any LenderBeneficiary, the Guarantor hereby irrevocably waives any claim, right claim or remedy which the Guarantor other rights that it may now have or may hereafter acquire against the Borrower or any other insider guarantor that arises hereunder and/or arise from the existence, payment, performance by or enforcement of the Guarantor hereunder includingGuarantor's obligations under this Guaranty or any other Loan Document, without limitation, including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, contribution or indemnification or participation and any right to participate in any claim, right claim or remedy of the Lenders and the Agent Beneficiary against the Borrower or any security which the Lenders and the Agent now have other insider guarantor or hereafter acquireany collateral security, whether or not such claim, remedy or right or remedy arises in equity, equity or under contract, statute or common law, including the right to take or receive from the Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim, remedy or right. If any amount shall be paid to the Guarantor on account in violation of such subrogation rights at any time when all the Obligations shall not have been paid in fullpreceding sentence, such amount shall be held by the Guarantor in trust for the Agent and the LendersBeneficiary, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Beneficiary in the exact form received by the Guarantor (duly endorsed by the Guarantor to the AgentBeneficiary, if requiredso requested by the Beneficiary), to be applied against the Guarantied Obligations, whether matured or unmatured, in such order as the Agent Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off set‑off or application of funds of the Guarantor by the Agent or any LenderBuyer, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Buyer against any Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Buyer for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the Borrower that arises hereunder and/or be entitled to seek any contribution or reimbursement from the performance any Seller or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, until all amounts owing to the Buyer by any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy Seller on account of the Lenders Obligations are paid in full and the Agent Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against each Seller to the Borrower or any security which full payment of Obligations due Buyer under the Lenders and Repurchase Agreement for a period of 91 days following the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, final payment of the last of all of the Obligations under contract, by statute, under common law or otherwisethe Facility Documents. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent Buyer in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by the Lenders and Lender for the Agent now have payment of the Obligations, nor shall the Guarantor seek or hereafter acquire, whether be entitled to seek any contribution or not such claim, right reimbursement from the Borrower or remedy arises any other Person in equity, under contract, respect of payments made by statute, under common law or otherwisethe Guarantor hereunder until all amounts owing to the Lender by the Borrower on account of the Obligations are indefeasibly paid in full (unless Lender otherwise consents in writing). If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been indefeasibly paid in full, such amount shall be held by the Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the Guarantor, Guarantor and shall, shall forthwith upon receipt by the Guarantor, be turned over to the Agent Lender in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lender may determineelect.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Guarantors hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other guarantor or any collateral security which or guarantee or right of offset held by the Lenders Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by any Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the GuarantorGuarantors, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as pursuant to Section 8(b) of the Agent may determineSecurity Agreement.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and the Agent rights of any Lender against the Borrower or any other Guarantor or any collateral security which or guaranty or right of offset held by any Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Lenders by the Borrower on account of the Obligations are paid in full and the Agent now Loans have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisebeen repaid. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the such Guarantor in trust for the Agent and the Lenders, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lenders in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLenders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent Lenders may determine. Each Guarantor hereby agrees that any intercompany debt (including any Intercompany Notes) and any amounts paid hereunder by such Guarantor shall be fully subordinated to the indefeasible payment in full in cash of the Obligations owing to the Lender.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor hereby waives shall not be entitled to be subrogated to any claimof the rights of the Administrative Agent or any Lender against Borrower or any other guarantor or any collateral security or guaranty or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, right or remedy which nor shall the Guarantor may now have seek or may hereafter acquire against the be entitled to seek any contribution or reimbursement from Borrower that arises hereunder and/or from the performance or any other guarantor in respect of payments made by the Guarantor hereunder includinghereunder, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy until all of the Lenders Obligations are Paid in Full, no Letter of Credit shall be outstanding and the Agent against the Borrower or any security which the Lenders and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseCommitments are terminated. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid Paid in fullFull, such amount shall be held by the Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the exact form received by the Guarantor (duly endorsed indorsed by the Guarantor to the Administrative Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the a Guarantor hereunder or any set-off setoff or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives shall be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any collateral security which or guarantee or right of offset held by the Lenders Lender for the payment of the Obligations, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by such Guarantor hereunder, until all amounts owing to the Lender by the Borrower and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises Guarantors on account of the Obligations are paid in equity, under contract, by statute, under common law or otherwisefull and the Commitment is terminated. If any amount shall be paid to the a Guarantor on account of such the subrogation rights at any time when all of the Obligations shall not have been paid in fullfull and the Commitment shall not have been terminated, such the amount shall be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shall, shall forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed by the such Guarantor to the AgentLender, if required), to be applied against the Obligations, whether matured or unmatured, at the time and in such the order as the Agent Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Agent or any Lender, the no Guarantor hereby waives will be entitled to be subrogated to any claim, right or remedy which the Guarantor may now have or may hereafter acquire against the Borrower that arises hereunder and/or from the performance by the Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Lenders and rights of the Agent Lender against the Borrower or any other Guarantor or any collateral security which or guarantee or right of offset held by the Lenders Lender for the payment of the Borrower Obligations, nor will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Borrower Obligations are paid in full and the Agent now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseLiabilities are terminated. If any amount shall be is paid to the any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall have not have been paid in full, such amount shall will be held by the such Guarantor in trust for the Agent and the LendersLender, segregated from other funds of the such Guarantor, and shallwill, forthwith upon receipt by the such Guarantor, be turned over to the Agent Lender in the exact form received by the such Guarantor (duly endorsed indorsed by the such Guarantor to the AgentLender, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Agent Lender may determine.