Common use of Rights of Subrogation Clause in Contracts

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Xxxxxx Commercial Paper Inc., at as Agent for the Lenders, the Lenders, the Senior Creditors or their Representatives pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the SupplierAgent, only in accordance with the Beneficiary’s written instructions Lenders, the Senior Creditors and shall hold the Representatives to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be indemnified by the Supplier; claim any contribution from any other guarantor a payment to or on account of the Supplier’s obligations under Affiliate Subordinated Debt. The provisions of this Agreement are and are intended solely for the Guaranteed Agreement; take purpose of defining the benefit (in whole or in part and whether by way of subrogation or otherwise) of any relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders, the Agent for the benefit of the Lenders, the Senior Creditors and the Representatives, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders and the Senior Creditors, nor shall anything herein prevent the Subordinated Creditor from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders, the Agent, for the benefit of the Lenders, the Senior Creditors and the Representatives in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any Each of the Guaranteed Obligations by First Lien Notes Agent, on behalf of itself, the Supplier and/or First Lien Notes Secured Parties, and the Future Notes Indebtedness Secured Parties, agrees that no payment to the ABL Agent or any default by ABL Secured Party pursuant to the Guarantor in provisions of this Agreement shall entitle the performance of First Lien Notes Agent, any of its obligations under this Deed of GuaranteeFirst Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party to exercise any rights it may have: of subrogation in respect thereof until the Discharge of ABL Obligations shall have occurred. Following the Discharge of ABL Obligations, the ABL Agent agrees to execute such documents, agreements, and indemnity; instruments as the First Lien Notes Agent, any First Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party may reasonably request to take evidence the benefit of, share in or enforce transfer by subrogation to any security or other guarantee or indemnity for the Supplier’s obligations; and to prove such Person of an interest in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same ABL Obligations resulting from payments to the Beneficiary on first demandABL Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Agent are paid by the Credit Parties or such Person upon request for payment thereof. The Guarantor hereby acknowledges ABL Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it has not taken no payment to the First Lien Notes Agent, any security from First Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party pursuant to the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach provisions of this Clause on trust for Agreement shall entitle the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be ABL Agent or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: any ABL Secured Party to exercise any rights it of subrogation in respect thereof until the Discharge of First Lien Notes Obligations shall have occurred. Following the Discharge of First Lien Notes Obligations, the First Lien Notes Agent agrees to execute such documents, agreements, and instruments as the ABL Agent or any ABL Secured Party may have reasonably request to be indemnified evidence the transfer by subrogation to any such Person of an interest in the First Lien Notes Obligations resulting from payments to the First Lien Notes Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly First Lien Notes Agent are paid by the Guarantor therefrom shall be held on trust Credit Parties or such Person upon request for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteepayment thereof.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom there from shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Any rights of subrogation acquired by any Guarantor by reason of payment under this Guarantee shall not be exercised until the Note Obligations (other than contingent indemnity obligations) have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Trustee and the other Secured Creditors. In the event (i) of the liquidation, winding up or bankruptcy of any Credit Party (whether voluntary or compulsory), (ii) that any Credit Party makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that any Credit Party makes any composition with creditors or enters into any scheme of arrangement, the Trustee and the other Secured Creditors have the right to rank in priority to each of the Guarantors for their full claims in respect of the Note Obligations and receive all dividends and other payments until their claims have been paid in full. Each of the Guarantors will continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors by the Issuers. No valuation or retention of their security by the Secured Creditors or the Trustee on behalf of the Secured Creditors shall, as between any Credit Party, the Trustee and the other Secured Creditors and the Guarantors, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Note Obligations. If any amount is paid to any Guarantor in violation of this Section at any time when there is any default in all the performance of any of the Guaranteed Note Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or (other guarantee or than contingent indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has ) have not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it amount will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on in trust for the Beneficiary benefit of the Trustee on behalf of the Secured Creditors and immediately paid to the Trustee to be credited and applied in or towards discharge of its obligations to the Beneficiary under this Deed Note Obligations, whether matured or unmatured. No Guarantor has any recourse against any Secured Creditor for any invalidity, non-perfection or unenforceability of Guaranteeany security held by the Secured Creditors or the Trustee on behalf of the Secured Creditors or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Trustee realize on such security.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Credit Suisse First Boston, at as Agent for the Lenders, the Lenders, the Senior Creditors or the Representatives pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the SupplierAgent, only in accordance with the Beneficiary’s written instructions Lenders, the Senior Creditors and shall hold the Representatives to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be indemnified by the Supplier; claim any contribution from any other guarantor a payment to or on account of the Supplier’s obligations under Affiliate Subordinated Debt. The provisions of this Agreement are and are intended solely for the Guaranteed Agreement; take purpose of defining the benefit (in whole or in part and whether by way of subrogation or otherwise) of any relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders, the Agent for the benefit of the Lenders, the Senior Creditors and the Representatives, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders and the Senior Creditors, nor shall anything herein prevent the Subordinated Creditor from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders, the Agent, for the benefit of the Lenders, the Senior Creditors and the Representatives in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Citibank, at as Agent for the Lenders, the Lenders, the Senior Creditors or the Representatives pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the SupplierAgent, only in accordance with the Beneficiary’s written instructions Lenders, the Senior Creditors and shall hold the Representatives to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be indemnified a payment by the Supplier; claim any contribution from any other guarantor Borrower to or on account of the Supplier’s obligations under Obligations, and no payments or distributions to the Guaranteed Agreement; take Subordinated Creditor of assets by virtue of the benefit (in whole subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment to or in part on account of the Affiliate Subordinated Debt. The provisions of this Agreement are and whether by way are intended solely for the purpose of subrogation or otherwise) of any defining the relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders, the Agent for the benefit of the Lenders, the Senior Creditors and the Representatives, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders and the Senior Creditors, nor shall anything herein prevent the Subordinated Creditor from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders, the Agent for the benefit of the Lenders, the Senior Creditor and the Representatives in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s Suppliers obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s Suppliers obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off setoff or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. Any rights of subrogation acquired by the Guarantor by reason of payment under this Guarantee shall not be exercised until the Guaranteed Obligations and all other amounts due to the Secured Creditors have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors. In the event (i) of the liquidation, winding-up or bankruptcy of the Borrower (whether voluntary or compulsory), (ii) that the Borrower makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that the Borrower makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors by the Borrower. No valuation or retention of their security by the Secured Creditors shall, as between the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when there is any default in the performance of any of all the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same amounts due to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has Secured Creditors have not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom amount shall be held on in trust for the Beneficiary benefit of the Secured Creditors and shall immediately be paid to the Collateral Agent to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured. The Guarantor shall have no recourse against the Secured Creditors for any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or any irregularity or defect in the manner or towards discharge of its obligations to procedure by which the Beneficiary under this Deed of GuaranteeSecured Creditors realize on such security.

Rights of Subrogation. The Guarantor shallSubordinated Creditor hereby unconditionally and irrevocably agrees that no payment or distribution to the Administrative Agent, on behalf of itself or any of the other Senior Creditors, pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any right of subrogation in respect thereof, nor shall the Subordinated Creditor have any right of reimbursement, restitution, exoneration, contribution or indemnification whatsoever from any property or assets of the Borrower, any of the other Loan Parties or any of the other guarantors, sureties or providers of collateral security for the Senior Obligations, or any right to participate in any claim or remedy of the Administrative Agent or any of the other Senior Creditors against the Borrower or any of the collateral for the Senior Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law (including, without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property and assets or by set off or in any other manner, payment or security on account of such claim, remedy or right), until the Subordination Termination Date. If any amount shall be paid to the Subordinated Creditor in violation of the immediately preceding sentence at any time when there is any default prior to the Subordination Termination Date, such amount shall be held in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary benefit of the Administrative Agent and pay the other Senior Creditors, shall be segregated from all other property and funds of the Subordinated Creditor and shall forthwith be paid to the Administrative Agent for the account of the Senior Creditors in the same form as so received (with any necessary indorsement) for the account of the Senior Creditors (or the successors thereto) for application (in the case of cash) to, or as collateral (in the case of noncash property or securities) for, the payment or prepayment of the Senior Obligations owed to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so applicable Senior Creditors until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement such Senior Obligations shall have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shallSubordinated Transaction Party hereby unconditionally and irrevocably agrees that no payment or distribution to the Senior Transaction Party pursuant to the provisions of this Agreement shall entitle the Subordinated Transaction Party to exercise any right of subrogation in respect thereof, nor shall the Subordinated Transaction Party have any right of reimbursement, restitution, exoneration, contribution or indemnification whatsoever from any property or assets of CRIIMI, the Sellers or any of their Subsidiaries or Affiliates or any of the other guarantors, sureties or providers of security for any or all the Senior Obligations, or any right to participate in any claim or remedy of the Senior Transaction Party against CRIIMI, Sellers or any of their Subsidiaries or Affiliates or any of the guarantees of or the collateral for the Senior Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law (including, without limitation, the right to take or receive from CRIIMI, the Sellers or any of their Subsidiaries or Affiliates, directly or indirectly, in cash or other property and assets or by set-off or in any other manner, payment or security on account of such claim, remedy or right), until all of the Senior Obligations have been paid in full. If any amount shall be paid to the Subordinated Transaction Party in violation of the immediately preceding sentence at any time when there is any default prior to the Payment in the performance Full of any all of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor Senior Obligations, such amount shall be held in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary benefit of the Senior Transaction Party, shall be segregated from all other property and pay funds of or held by the Subordinated Transaction Party and shall forthwith be paid to the Senior Transaction Party in the same form as so received (with any necessary endorsement or assignment) for application to the Beneficiary payment, or prepayment of the Senior Obligations owed to the Senior Transaction Party until the Payment in Full of the Senior Obligations. If (A) the Subordinated Transaction Party (in its capacity as such) shall pay over to the Senior Transaction Party for payment on first demandaccount of all or any part of the Senior Obligations, any amount which such Subordinated Transaction Party would otherwise be entitled to retain and (B) there has occurred a Payment in Full of all of the Senior Obligations, the Senior Transaction Party will, at the request and expense of the Subordinated Transaction Party, execute and deliver to the Subordinated Transaction Party appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to such Subordinated Transaction Party of an interest in the Senior Obligations resulting from such payment by such Subordinated Transaction Party. The Guarantor hereby acknowledges that it has not taken any security from agreements and obligations of the Supplier parties hereto set forth above in this Section 6 shall survive the payment of all of the Senior Obligations and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach the termination of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shallEach Subordinated Creditor agrees that no payment or distribution to the Administrative Agent or the Secured Parties pursuant to the provisions of this Agreement shall entitle such Subordinated Creditor to exercise any right of subrogation in respect thereof until the Obligations shall have been paid in full (other than contingent indemnification, at expense reimbursement, tax gross up or yield protection obligations as to which no claim has been asserted and obligations and liabilities under Hedging Agreements or Cash Management Arrangements as to which arrangements satisfactory to the applicable counterparty shall have been made). Upon the payment in full of all Obligations (other than contingent indemnification, expense reimbursement, tax gross-up or yield protection obligations as to which no claim has been asserted and obligations and liabilities under Hedging Agreements or Cash Management Arrangements as to which arrangements satisfactory to the applicable counterparty shall have been made), each Subordinated Creditor shall be entitled to exercise in full any time when there is any default in rights of subrogation it may possess with respect to the performance of any rights of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; Secured Parties to take the benefit of, share in receive payments or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance distributions with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same respect to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may Subordinated Debt shall be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; . If the Guarantor receives any payment or other benefit or exercises distribution to which any set off or counterclaim or Subordinated Creditor would otherwise acts in breach have been entitled but for the provisions of this Clause 8Agreement shall have been applied pursuant to the provisions hereof to the payment of Obligations, anything so such Subordinated Creditor shall be entitled to receive from the Secured Parties any payments or distributions received and any benefit derived directly or indirectly by the Guarantor therefrom Secured Parties in excess of the amount sufficient to pay in full all Obligations (other than contingent indemnification, expense reimbursement, tax gross-up and yield protection obligations as to which no claim has been asserted and obligations and liabilities under Hedging Agreements and Cash Management Arrangements as to which arrangements satisfactory to the applicable counterparty shall be held on trust have been made). If any such excess payment is made to the Secured Parties, the Secured Parties shall promptly remit such excess to such Subordinated Creditor and until so remitted shall hold such excess payment for the Beneficiary and applied in or towards discharge benefit of its obligations to the Beneficiary under this Deed of Guaranteesuch Subordinated Creditor.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Citibank, at N.A., as Agent for the Lenders, or to the Lenders, pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with Agent and the Beneficiary’s written instructions and shall hold Lenders to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders, and the Subordinated Creditor, be deemed to be indemnified by the Supplier; claim any contribution from any other guarantor a payment to or on account of the Supplier’s obligations under Affiliate Subordinated Debt. The provisions of this Agreement are and are intended solely for the Guaranteed Agreement; take purpose of defining the benefit (in whole or in part and whether by way of subrogation or otherwise) of any relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders and the Agent for the benefit of the Lenders, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders, nor shall anything herein prevent the Subordinated Creditors from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders and the Agent, for the benefit of the Lenders, in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. Any rights of subrogation acquired by the Guarantor by reason of payment under this Guarantee shall not be exercised until the Obligations and all other amounts due to the Secured Creditors have been indefeasibly paid and performed in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors. In the event (i) of the liquidation, winding up or bankruptcy of the Borrower (whether voluntary or compulsory), (ii) that the Borrower makes a bulk sale of any of its assets within the meaning of any bulk sales or insolvency legislation, or (iii) that the Borrower makes any composition with creditors or enters into any scheme of arrangement, the Secured Creditors have the right to rank in priority to the Guarantor for their full claims in respect of the Obligations and receive all dividends and other payments until their claims have been indefeasibly paid in full. The Guarantor will continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors by the Borrower. No valuation or retention of their security by the Secured Creditors shall, as between the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Obligations. If any amount is paid to the Guarantor at any time when there is any default in all the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same amounts due to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has Secured Creditors have not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees thatamount shall be, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be deemed to be, held on in trust for the Beneficiary benefit of the Secured Creditors and immediately paid to the Secured Creditors to be credited and applied in or towards discharge of its obligations to the Beneficiary under this Deed Obligations as it sees fit, whether matured or unmatured. The Guarantor has no recourse against the Secured Creditors for any invalidity, non-perfection or unenforceability of Guaranteeany security held by the Secured Creditors or any irregularity or defect in the manner or procedure by which the Secured Creditors realize on such security.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off set-off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the BeneficiaryAuthority’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demanddemand by the Authority. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the BeneficiaryAuthority, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off set-off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shallEach of the Subordinated Creditors --------------------- hereby unconditionally and irrevocably agrees that no payment or distribution to the Senior Representative, on behalf of itself or any of the other Senior Creditors, pursuant to the provisions of this Agreement shall entitle the Subordinated Creditors to exercise any right of subrogation in respect thereof, nor shall the Subordinated Creditors have any right of reimbursement, restitution, exoneration, contribution or indemnification whatsoever from any property or assets of the Borrower, any of the other Loan Parties or any of the other guarantors, sureties or providers of collateral security for the Senior Obligations, or any right to participate in any claim or remedy of the Senior Representative or any of the other Senior Creditors against the Borrower or any of the collateral for the Senior Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law (including, without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property and assets or by setoff or in any other manner, payment or security on account of such claim, remedy or right), until the Subordination Termination Date. If any amount shall be paid to the Subordinated Creditors in violation of the immediately preceding sentence at any time when there is any default prior to the Subordination Termination Date, such amount shall be held in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary benefit of the Senior Representative and pay the other Senior Creditors, shall be segregated from all other property and funds of the Subordinated Creditors and shall forthwith be paid to the Senior Representative for the account of the Senior Creditors in the same form as so received (with any necessary indorsement) for the account of (i) the Secured Parties (or the successors thereto) for application (in the case of cash) to, or as collateral (in the case of noncash property or securities) for, the payment or prepayment of the Senior Secured Obligations owed to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so applicable Senior Creditors until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement such Senior Secured Obligations shall have been irrevocably paid in full, and (ii) the Guarantor agrees that, without other Senior Creditors for application in the prior written consent same manner for the payment or prepayment of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations remaining Senior Obligations owed to the Beneficiary under this Deed of Guaranteeother Senior Creditors until such remaining Senior Obligations shall have been paid in full.

Rights of Subrogation. The Guarantor shall, at shall not (so long as the Contractor has any time when there is any default in the performance of any of actual or contingent obligations pursuant to the Guaranteed Obligations Services Agreement) by the Supplier and/or any default reason of performance by the Guarantor in the performance of any of its obligations under this Deed Guarantee or by any other means or on any ground: claim or recover by the institution of Guarantee, exercise proceedings or the threat of proceedings or otherwise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security sum from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be Contractor or become payable by the Supplier under its liquidator or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of set-off or counterclaim against the Supplier’s obligations under the Guaranteed AgreementContractor; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary Authority under the Guaranteed Services Agreement or otherwise; or prove in competition with the Authority in respect of any other guarantee payment by the Guarantor hereunder or security taken pursuant tootherwise or be entitled in competition with the Authority to claim, or have the benefit of, any set-off, counterclaim or proof against or dividend, composition or payment by the Contractor, or any security which the Authority holds or may hold for any money or liabilities due or incurred by the Contractor to the Authority and in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If case the Guarantor receives any sums from the Contractor in respect of any payment of the Guarantor under this Guarantee, the Guarantor shall hold such monies on trust for the Authority and shall immediately transfer or other benefit pay such monies to the Authority so long as any sums are payable (contingently or exercises otherwise) under this Guarantee. The Guarantor hereby acknowledges that it has not taken any set off or counterclaim or otherwise acts specific security from the Contractor in respect of this Guarantee and agrees not to do so until the Authority receives all moneys payable hereunder and shall not enforce any security taken in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by 6 until the Guarantor therefrom shall be held on trust for claims of the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary Authority under this Deed of GuaranteeGuarantee have been satisfied in full.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier Consultant and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the SupplierConsultant’s obligations; and to prove in the liquidation or insolvency of the SupplierConsultant, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier Consultant and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. DEFERRAL OF RIGHTS Until all amounts which may be or become payable by the Supplier Consultant under or in connection with the Guaranteed Agreement Call Off Contract have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the SupplierConsultant; claim any contribution from any other guarantor of the SupplierConsultant’s obligations under the Guaranteed AgreementCall Off Contract; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement Call Off Contract or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed AgreementCall Off Contract; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the SupplierConsultant; or claim any set‑off or counterclaim against the SupplierConsultant; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.