Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Administrative Agent, any Committed Bank or any Purchaser the Lender against any Transaction PartyLX Xxxx, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Administrative Agent, the Committed Banks and the Purchasers Lender against each Transaction Party LX Xxxx and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party LX Xxxx that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party LX Xxxx in respect of any liability of Performance Guarantor to such Transaction Party LX Xxxx and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Agent Administrative Agent, any Committed Bank or the PurchasersLender. The payment of any amounts due with respect to any indebtedness of any Transaction Party LX Xxxx now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sxx for or otherwise attempt to collect any such indebtedness of any Transaction Party LX Xxxx to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent or any Purchaser against any Transaction PartyOriginator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and the Purchasers against each Transaction Party Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Originator that arise from the existence or performance of Performance Guarantor’s 's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Originator in respect of any liability of Performance Guarantor to such Transaction Party Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Originator to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Performance Obligations are paid and performed in full full, the Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, Recipient or the Agent or any Purchaser Lender against any Transaction Partyeither Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Federal Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, Recipient or the Agent and the Purchasers Lender against each Transaction Party either Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Federal Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against any Transaction Party either Originator that arise from the existence or performance of the Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party either Originator in respect of any liability of the Performance Guarantor to such Transaction Party Originator, and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent Recipient or the PurchasersLender. The payment of any amounts due with respect to any indebtedness of any Transaction Party either Originator now or hereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the monetary Performance Obligations. The Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Performance Obligations, the Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party either Originator to the Performance Guarantor until all of the Performance Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Beneficiary (and its assigns) Recipient and be paid over to Beneficiary (or its assigns) the Lender on account of the Performance Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient (or the any of its assigns) under any separate subordination agreement which Beneficiary Recipient (or any of its assigns) may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full The Performance Guarantor: (a) will Guarantor shall not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiarythe Administrative Agent or the Purchasers against the Servicer, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, the Agent or any Purchaser against any Transaction Party, (b) Performance Guarantor hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, the Administrative Agent and or any Lender against the Purchasers against each Transaction Party Servicer and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against any Transaction Party the Servicer that arise arises from the existence or performance of Performance Guarantor’s the Servicer’ obligations hereunder, (c) ; until the Obligations have been indefeasibly paid in full; the Performance Guarantor will not claim any setoff, recoupment or counterclaim against any Transaction Party the Servicer in respect of any liability of the Performance Guarantor to such Transaction Party the Servicer; and (d) the Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Beneficiariesthe Administrative Agent or any Purchaser. Unless otherwise provided for in the Subordination Agreement, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness for borrowed money of any Transaction Party the Servicer now or hereafter thereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Performance Guarantor agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, the Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party the Servicer to the Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Beneficiary (and its assigns) the Purchasers and be paid over to Beneficiary (or its assigns) the Administrative Agent on account of the Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary the Administrative Agent and the Purchasers under any separate subordination agreement which Beneficiary the Administrative Agent and the Purchasers may at any time and from time to time enter into with the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Agents or any Purchaser Lender against any Transaction PartyOriginator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Agents and the Purchasers Lenders against each Transaction Party any Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Originator that arise from the existence or performance of Performance Guarantor’s 's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Originator in respect of any liability of Performance Guarantor to such Transaction Party Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Agent Agents or the PurchasersLenders. The payment of any amounts due with respect to any indebtedness of any Transaction Party Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party Xxxginator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full full, Performance Guarantor: (a) will not enforce or otherwise exercise any right of 90 subrogation to any of the rights of BeneficiaryRecipient, the Agent or any Purchaser against any Transaction Partyof the Subsidiary Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and the Purchasers against each Transaction Party any of the Subsidiary Originators and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that such term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party of the Subsidiary Originators that arise from the existence or performance of Performance Guarantor’s 's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party of the Subsidiary Originators in respect of any liability of Performance Guarantor to such Transaction Party any of the Subsidiary Originators and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of any Transaction Party of the Subsidiary Originators now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness ox xny of any Transaction Party the Subsidiary Originators to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and the Agent as its assignscollateral assignee) and be paid over to Beneficiary Recipient (or the Agent as its assignscollateral assignee) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, the Agent and the Purchasers against each Transaction Party and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full full, Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the any Agent or any Purchaser against any Transaction Partyof the Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Agents and the Purchasers against each Transaction Party any of the Originators and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that such term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party of the Originators that arise from the existence or performance of Performance Guarantor’s 's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party of the Originators in respect of any liability of Performance Guarantor to such Transaction Party any of the Originators and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the any Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of any Transaction Party of the Originators now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party axx of the Originators to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full full, Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the any Agent or any Purchaser against any Transaction Partyof the Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Federal Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Agents and the Purchasers against each Transaction Party any of the Originators and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that such term is defined in the United States Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party of the Originators that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party of the Originators in respect of any liability of Performance Guarantor to such Transaction Party any of the Originators and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the any Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of any Transaction Party of the Originators now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sxx for or otherwise attempt to collect any such indebtedness of any Transaction Party of the Originators to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Administrator, any Purchaser Agent or any Purchaser against any Transaction PartyOriginator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Administrator, each Purchaser Agent and the Purchasers each Purchaser against each Transaction Party any Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Originator in respect of any liability of Performance Guarantor to such Transaction Party Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Administrator, any Purchaser Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of any Transaction Party Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (ai) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Administrative Agent, the Banks, the Purchaser Agents or any Purchaser the Purchasers against any Transaction Partythe Originator, (bii) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and Administrative Agent, the Banks, the Purchaser Agents or the Purchasers against each Transaction Party the Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party the Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (ciii) will not claim any setoff, recoupment or counterclaim against any Transaction Party the Originator in respect of any liability of Performance Guarantor to such Transaction Party the Originator and (div) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent Administrative Agent, the Banks, the Purchaser Agents or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party the Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party the Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of and solely to the extent of such unperformed or outstanding Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient (or its assigns) under any separate subordination agreement which Beneficiary Recipient (or its assigns) may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent or any Purchaser Blue Ridge against any Transaction PartySubsidiary Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and the Purchasers Blue Ridge against each Transaction Party any Subsidiary Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Subsidiary Originator that arise from the existence or performance of Performance Guarantor’s 's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Subsidiary Originator in respect of any liability of Performance Guarantor to such Transaction Party Subsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiariesthe Recipient, the Agent Agent, Blue Ridge or the Purchasersany Liquidity Bank. The payment of any amounts due with respect to any indebtedness of any Transaction Party Subsidiary Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Subsidiary Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full each Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Agents or any Purchaser Lender against any Transaction PartyOriginator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Agents and the Purchasers Lenders against each Transaction Party any Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Transaction Party Originator that arise from the existence or performance of such Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Originator in respect of any liability of such Performance Guarantor to such Transaction Party Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Agent Agents or the PurchasersLenders. The payment of any amounts due with respect to any indebtedness of any Transaction Party Originator now or hereafter owed to either Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Each Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, such Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Originator to such Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, either Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with each Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to Each of the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Administrative Agent or any Purchaser the Purchasers against any Transaction Partythe Seller or the Servicer, (b) until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, each of the Performance Guarantors hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiarythe Administrative Agent, any Funding Agent or any Purchaser against the Agent and Seller or the Purchasers against each Transaction Party Servicer and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Transaction Party the Seller or the Servicer that arise arises from the existence or performance of the Seller's or the Servicer's Obligations; until the Obligations have been indefeasibly paid in full, neither Performance Guarantor’s obligations hereunder, (c) Guarantor will not claim any setoff, recoupment or counterclaim against any Transaction Party the Seller or the Servicer in respect of any liability of such Performance Guarantor to the Seller or the Servicer; and such Transaction Party and (d) Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Administrative Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness for borrowed money of any Transaction Party the Seller or the Servicer now or hereafter thereafter owed to either of the Performance Guarantor Guarantors is hereby subordinated to the prior payment in full of all of the Obligations. Each of the Performance Guarantor Guarantors agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party the Xxxler or the Servicer to such Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, either of the Performance Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Beneficiary (and its assigns) the Purchasers and be paid over to Beneficiary (or its assigns) the Administrative Agent on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary the Administrative Agent, the Funding Agents and the Purchasers under any separate subordination agreement which Beneficiary the Administrative Agent, the Funding Agents and the Purchasers may at any time and from time to time enter into with either of the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTYGuarantors.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent or any Purchaser Investor against any Transaction Partythe Originator or the Seller, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and any Investor against the Purchasers against each Transaction Party Originator or the Seller and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party the Originator or the Seller that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party the Originator or the Seller in respect of any liability of Performance Guarantor to such Transaction Party the Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Agent or the Purchasersany Investor. The payment of any amounts due with respect to any indebtedness of any Transaction Party the Originator or the Seller now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party the Originator or the Seller to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyGuarantee. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Administrative Agent, any Managing Agent, any L/C Issuer or any Purchaser against any Transaction PartyMarathon Canadaany First Tier Originator or MPC LP, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Federal Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers against each Transaction Party Marathon Canadaany First Tier Originator or MPC LP and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that such term is defined in the United States Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Marathon Canadaany First Tier Originator or MPC LP that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Marathon Canadaany First Tier Originator or MPC LP in respect of any liability of Performance Guarantor to such Transaction Party Marathon Canadaany First Tier Originator or MPC LP, as applicable, and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Agent Administrative Agent, the Managing Agents, the L/C Issuers or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party Marathon Canadaany First Tier Originator or MPC LP now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence and continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Marathon Canadaany First Tier Originator or MPC LP to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (ai) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Administrative Agent, the Purchaser Agents or any Purchaser the Purchasers against any Transaction PartyOriginator, (bii) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and Administrative Agent, the Purchaser Agents or the Purchasers against each Transaction Party any Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (ciii) will not claim any setoff, recoupment or counterclaim against any Transaction Party Originator in respect of any liability of Performance Guarantor to such Transaction Party Originator and (div) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Administrative Agent, the Purchaser Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of and solely to the extent of such unperformed or outstanding Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full The Performance Guarantor: (a) will Guarantor shall not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiarythe Administrative Agent or the Lenders against the Servicer, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, the Agent or any Purchaser against any Transaction Party, (b) Performance Guarantor hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, the Administrative Agent and or any Lender against the Purchasers against each Transaction Party Servicer and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against any Transaction Party the Servicer that arise arises from the existence or performance of Performance Guarantor’s the Servicer' obligations hereunder; until the Obligations have been indefeasibly paid in full, (c) the Performance Guarantor will not claim any setoff, recoupment or counterclaim against any Transaction Party the Servicer in respect of any liability of the Performance Guarantor to such Transaction Party the Servicer; and (d) the Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Beneficiariesthe Administrative Agent or any Lender. Unless otherwise provided for in the Subordination Agreement, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness for borrowed money of any Transaction Party the Servicer now or hereafter thereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Performance Guarantor agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, the Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party txx Servicer to the Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Beneficiary (and its assigns) the Lenders and be paid over to Beneficiary (or its assigns) the Administrative Agent on account of the Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary the Administrative Agent and the Lenders under any separate subordination agreement which Beneficiary the Administrative Agent and the Lenders may at any time and from time to time enter into with the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Administrative Agent, the Funding Agents, the Conduit Lenders or any Purchaser the Committed Lenders against any Transaction PartySeller or Collection Agent, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Administrative Agent, the Funding Agents, the Conduit Lenders or the Committed Lenders against any Seller or Collection Agent and the Purchasers against each Transaction Party and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Seller or Collection Agent that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Seller or Collection Agent in respect of any liability of Performance Guarantor to such Transaction Party any Seller or Collection Agent and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party Seller or Collection Agent now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Seller or Collection Agent to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantorfull, Provider: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Administrative Agent or any Purchaser against any Transaction PartySubsidiary Originator, (b) hereby waives all rights of subrogation until the date after the Facility Termination Date on which all of the Aggregate Unpaids shall have been paid and performed in full (whether contractual, under Section 509 of the United States Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Administrative Agent and the Purchasers against each Transaction Party any Subsidiary Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor Provider might now have or hereafter acquire against any Transaction Party Subsidiary Originator that arise from the existence or performance of Performance GuarantorProvider’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Subsidiary Originator in respect of any liability of Performance Guarantor Provider to such Transaction Party Subsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Administrative Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party Subsidiary Originator now or hereafter owed to Performance Guarantor Provider is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor Provider agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor Provider will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Subsidiary Originator to Performance Guarantor Provider until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor Provider shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor Provider as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor Provider under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTYProvider.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the any Agent or any Purchaser against any Transaction PartyTenneco Operating or Pullman, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Agents and the Purchasers against each Transaction Party Tenneco Operating or Pullman and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Tenneco Operating or Pullman that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Tenneco Operating or Pullman in respect of any liability of Performance Guarantor to such Transaction Party Tenneco Operating or Pullman and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent Agents or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party Tenneco Operating or Pullman now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Tenneco Operating or Pullman to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Final Payout Date, Performance Guarantor: Guarantor (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Administrative Agent or any Purchaser Lender against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) Covered Entity to the claims of Beneficiary, the Administrative Agent and the Purchasers Lenders against each Transaction Party any Covered Entity and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Covered Entity that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (cb) after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, will not claim any setoff, recoupment or counterclaim against any Transaction Party Covered Entity in respect of any liability of Performance Guarantor to such Transaction Party Covered Entity and (dc) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Administrative Agent or the PurchasersLenders. The cash payment of any amounts due with respect to any indebtedness of any Transaction Party Covered Entity now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the ObligationsObligations in accordance with the following sentence. Performance Guarantor agrees that, after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect cash payment of any such indebtedness of any Transaction Party Covered Entity to Performance Guarantor until all of the Obligations shall have been paid and performed in fullFinal Payout Date. If, notwithstanding the foregoing sentence, after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Administrative Agent (and its assigns) and be paid over to Beneficiary Administrative Agent (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY11.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full (other than contingent obligations for which no claim has been asserted) or performed in full, Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryAdministrative Agent, the Company, any Purchaser Agent or any Purchaser against any Transaction PartySpecified Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryAdministrative Agent, the Company, each Purchaser Agent and the Purchasers each Purchaser against each Transaction Party any Specified Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Specified Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Specified Originator in respect of any liability of Performance Guarantor to such Transaction Party Specified Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesAdministrative Agent, the Company, any Purchaser Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of any Transaction Party Specified Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the ObligationsGuaranteed Obligations (other than contingent obligations for which no claim has been asserted). Performance Guarantor agrees that, after the occurrence of and during the continuance of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Specified Originator to Performance Guarantor until all of the Guaranteed Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) Administrative Agent and be paid over to Beneficiary (or its assigns) Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx sxx for or otherwise attempt to collect any such indebtedness of any Transaction Party to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY

Subrogation; Subordination. Notwithstanding anything to Neither of the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not Guarantors shall enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiarySPV against the Originators, until the Agent or any Purchaser against any Transaction PartyObligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, (b) until the Obligations have been indefeasibly paid in full, each of the Performance Guarantors hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, SPV against the Agent and the Purchasers against each Transaction Party Originators and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Transaction Party the Originators that arise arises from the existence or performance of such Performance Guarantor’s 's obligations hereunder, (c) ; such Performance Guarantor will not claim any setoff, recoupment or counterclaim against any Transaction Party the Originators in respect of any liability of the Performance Guarantor to the Originators, until any of the Obligations have been indefeasibly paid in full; and such Transaction Party and (d) Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesSPV. Unless otherwise provided for in the Subordination Agreement, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness for borrowed money of any Transaction Party the Originators now or hereafter thereafter owed to either of the Performance Guarantor Guarantors is hereby subordinated to the prior payment in full of all of the Obligations. Each of the Performance Guarantor Guarantors agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party txx Originators to such Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, either of the Performance Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Beneficiary (and its assigns) SPV and be paid over to Beneficiary (or its assigns) SPV on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary SPV under any separate subordination agreement which Beneficiary that SPV may at any time and from time to time enter into with either of the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTYGuarantors.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full full, Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent or any Purchaser against any Transaction Partyof the Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and the Purchasers against each Transaction Party any of the Originators and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that such term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party of the Originators that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party of the Originators in respect of any liability of Performance Guarantor to such Transaction Party any of the Originators and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of any Transaction Party of the Originators now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party of the Originators to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH FIFTH AMENDED AND RESTATED PERFORMANCE GUARANTY

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Final Payout Date, Performance Guarantor: Guarantor (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Administrative Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) Covered Entity to the claims of Beneficiary, the Administrative Agent and the Purchasers against each Transaction Party any Covered Entity and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Covered Entity that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (cb) after the occurrence and continuance of any default in the payment or performance of any of the Obligations, will not claim any setoff, recoupment or counterclaim against any Transaction Party Covered Entity in respect of any liability of Performance Guarantor to such Transaction Party Covered Entity and (dc) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Administrative Agent or the Purchasers. The cash payment of any amounts due with respect to any indebtedness of any Transaction Party Covered Entity now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the ObligationsObligations in accordance with the following sentence. Performance Guarantor agrees that, after the occurrence and continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect cash payment of any such indebtedness of any Transaction Party Covered Entity to Performance Guarantor until all of the Obligations shall have been paid and performed in fullFinal Payout Date. If, notwithstanding the foregoing sentence, after the occurrence and continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Administrative Agent (and its assigns) and be paid over to Beneficiary Administrative Agent (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTYUndertaking.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent or any other Purchaser against any Transaction PartySubsidiary Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, Recipient and the Agent and the Purchasers against each Transaction Party any Subsidiary Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Subsidiary Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Subsidiary Originator in respect of any liability of Performance Guarantor to such Transaction Party Subsidiary Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent Secured Parties or the PurchasersAgent. The payment of any amounts due with respect to any indebtedness of any Transaction Party Subsidiary Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, sue xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Subsidiary Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full The Performance Guarantor: (a) will Guarantor shall not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiarythe Administrative Agent or the Lenders against Pulte Mortgage, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, the Agent or any Purchaser against any Transaction Party, (b) Performance Guarantor hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, the Administrative Agent and the Purchasers or any Lender against each Transaction Party Pulte Mortgage and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against any Transaction Party Pulte Mortgage that arise arises from the existence or performance of the Performance Guarantor’s 's obligations hereunder; until the Obligations have been indefeasibly paid in full, (c) the Performance Guarantor will not claim any setoff, recoupment or counterclaim against any Transaction Party Pulte Mortgage in respect of any liability of the Performance Guarantor to such Transaction Party Pulte Mortgage; and (d) the Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Beneficiariesthe Administrative Agent or any Lender. Unless otherwise provided for in the Restated Subordination Agreement, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness for borrowed money of any Transaction Party Pulte Mortgage now or hereafter thereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Performance Guarantor agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, the Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Pulte Mortgage to the Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Beneficiary (and its assigns) the Lenders and be paid over to Beneficiary (or its assigns) the Administrative Agent on account of the Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary the Administrative Agent and the Lenders under any separate subordination agreement which Beneficiary the Administrative Agent and the Lenders may at any time and from time to time enter into with the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to Each of the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiarythe Agent, the Agent any Group Agent, any Purchaser or any Purchaser Indemnified Party against any Transaction PartySeller or the Servicer, (b) until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, each of the Performance Guarantors hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiarythe Agent, any Group Agent, any Purchaser or any Indemnified Party against any Seller or the Agent and the Purchasers against each Transaction Party Servicer and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Transaction Party Seller or the Servicer that arise arises from the existence or performance of such Seller’s or the Servicer’s Obligations; until the Obligations have been indefeasibly paid in full, neither Performance Guarantor’s obligations hereunder, (c) Guarantor will not claim any setoff, recoupment or counterclaim against any Transaction Party Seller or the Servicer in respect of any liability of such Performance Guarantor to any Seller or the Servicer; and such Transaction Party and (d) Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Beneficiariesthe Agent, the Agent any Group Agent, any Purchaser or the Purchasersany Indemnified Party. The payment of any amounts due with respect to any indebtedness for borrowed money of any Transaction Party Seller or the Servicer now or hereafter thereafter owed to either of the Performance Guarantor Guarantors is hereby subordinated to the prior payment in full of all of the Obligations. Each of the Performance Guarantor Guarantors agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Seller or the Servicer to such Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, either of the Performance Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Beneficiary (the Agent, the Group Agents, the Purchasers and its assigns) the Indemnified Parties and be paid over to Beneficiary (or its assigns) the Agent on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary the Agent, the Group Agents, the Purchasers or the Indemnified Parties under any separate subordination agreement which Beneficiary the Agent, the Group Agents, the Purchasers or the Indemnified Parties may at any time and from time to time enter into with either of the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTYGuarantors.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full The Performance Guarantor: (a) will Guarantor shall not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiarySPV against the Originators, until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, the Agent or any Purchaser against any Transaction Party, (b) Performance Guarantor hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of Beneficiary, SPV against the Agent and the Purchasers against each Transaction Party Originators and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against any Transaction Party the Originators that arise arises from the existence or performance of the Performance Guarantor’s 's obligations hereunder, (c) ; the Performance Guarantor will not claim any setoff, recoupment or counterclaim against any Transaction Party the Originators in respect of any liability of the Performance Guarantor to such Transaction Party the Originators, until any of the Obligations have been indefeasibly paid in full; and (d) the Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesSPV. Unless otherwise provided for in the Subordination Agreement, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness for borrowed money of any Transaction Party the Originators now or hereafter thereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. The Performance Guarantor agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, the Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of any Transaction Party txx Originators to the Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Beneficiary (and its assigns) SPV and be paid over to Beneficiary (or its assigns) SPV on account of the Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary SPV under any separate subordination agreement which Beneficiary that SPV may at any time and from time to time enter into with the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full the Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent Agents or any Purchaser Lender against any Transaction PartyOriginator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent Agents and the Purchasers Lenders against each Transaction Party any Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against any Transaction Party Originator that arise from the existence or performance of the Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Originator in respect of any liability of the Performance Guarantor to such Transaction Party Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the Agent Agents or the PurchasersLenders. The payment of any amounts due with respect to any indebtedness of any Transaction Party Originator now or hereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. The Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, the Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party Originator to the Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with the Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full each Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the any Agent or any Purchaser against any Transaction Partyof the Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the any Agent and the Purchasers against each Transaction Party any of the Originators and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Transaction Party of the Originators that arise from the existence or performance of such Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party of the Originators in respect of any liability of such Performance Guarantor to such Transaction Party Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by BeneficiariesRecipient, the any Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party of the Originators now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Each Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, such Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party of the Originators to such Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, any Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with any Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Beneficiary, the Agent or any Purchaser against any Transaction Party, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, in equity or otherwise) to the claims of Beneficiary, the Agent and the Purchasers against each Transaction Party and all contractual, statutory, legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party in respect of any liability of Performance Guarantor to such Transaction Party and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the Purchasers. The payment of any amounts due with respect to any indebtedness of any Transaction Party now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of any Transaction Party to Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary (and its assigns) and be paid over to Beneficiary (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Guaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary under any separate subordination agreement which Beneficiary may at any time and from time to time enter into with Performance Guarantor. SIXTH THIRD AMENDED AND RESTATED PERFORMANCE GUARANTY

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of BeneficiaryRecipient, the Agent or any Purchaser Blue Ridge against any Transaction PartyOriginator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law, law or in equity or otherwise) to the claims of BeneficiaryRecipient, the Agent and the Purchasers Blue Ridge against each Transaction Party any Originator and all contractual, statutory, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Transaction Party Originator that arise from the existence or performance of Performance Guarantor’s 's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Transaction Party Originator in respect of any liability of Performance Guarantor to such Transaction Party Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Beneficiaries, the Agent or the PurchasersBlue Ridge. The payment of any amounts due with respect to any indebtedness of any Transaction Party Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt attemxx to collect any such indebtedness of any Transaction Party Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Beneficiary Recipient (and its assigns) and be paid over to Beneficiary Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this GuarantyUndertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Beneficiary Recipient under any separate subordination agreement which Beneficiary Recipient may at any time and from time to time enter into with Performance Guarantor. SIXTH AMENDED AND RESTATED PERFORMANCE GUARANTY.