Common use of No Subrogation Clause in Contracts

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Administrative Agent or any Holder Lender against the Company Borrower or any other Guarantor Subsidiary Borrower or against any collateral security or guarantee Guaranty or right of offset held by the Trustee, the Collateral Administrative Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor Subsidiary Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account occurrence of the Note Obligations are paid in fulla Termination Event. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all before the occurrence of the Note Obligations shall not have been paid in fulla Termination Event, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Administrative Agent and the HoldersLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuer on account of the Note Guarantor Obligations are paid in fullfull (other than contingent or indemnification obligations not then asserted or due). If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Guarantor Obligations, whether matured or unmatured.

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

No Subrogation. Notwithstanding any payment or payments made by any a Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder holder of the Notes against the Company or any other Guarantor Issuer or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder holder of the Notes for the payment of amounts owed by the Note Issuer and the Guarantors pursuant to this Indenture and the Notes (“Obligations, ”) nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Issuer in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holdersholders of the Notes, segregated from other funds of such Guarantor, the Guarantor and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the Trustee, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor pursuant to this Article 13 or any set-off or application of funds of the Guarantor hereunderby the Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunderpursuant to this Article 13, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lenders by the Company Guarantor on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such Guarantor, Lenders and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Agent in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the TrusteeAgent, if required), to be applied against the Note Obligations, whether matured or unmatured, in accordance with this Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Lender or any Holder of its affiliates for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Obligations are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lender in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Note Guarantor hereunder, no the Note Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Guarantor Issuer or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note ObligationsGuarantor’s Obligations under its Guarantee, nor shall any the Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Issuer in respect of payments made by such the Note Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of Issuer under the Note Notes and the Issuer’s Obligations thereunder and hereunder are paid in full. If any amount shall be paid to any the Note Guarantor on account of such subrogation rights at any time when all of the Note Notes and the Issuer’s Obligations thereunder and hereunder shall not have been paid in full, such amount shall be held by such the Note Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such the Note Guarantor, and shall, forthwith upon receipt by such the Note Guarantor, be turned over to the Trustee in the exact form received by such the Note Guarantor (duly indorsed by such the Note Guarantor to the Trustee, if required), to be applied against the Note ObligationsGuarantor’s Obligations under its Guarantee.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff or application of funds of the Guarantor hereunderby any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Administrative Agent or any Holder Lender against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Administrative Agent and the Holders Lenders by the Company Borrower on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Administrative Agent and the HoldersLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Note Guarantor hereunder, no Note Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Note Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guarantor Obligations, nor shall any Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Note Guarantor in respect of payments made by such Note Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Guarantor Obligations are paid in full. If any amount shall be paid to any Note Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid in full, such amount shall be held by such Note Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Note Guarantor, and shall, forthwith upon receipt by such Note Guarantor, be turned over to the Trustee in the exact form received by such Note Guarantor (duly indorsed by such Note Guarantor to the Trustee, if required), to be applied against the Note Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by any a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Guarantor Subsidiary Guarantor, if any, or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guarantor Obligations, nor shall any the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Subsidiary Guarantor, if any, in respect of payments made by such the Subsidiary Guarantor hereunder, hereunder until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Guarantor Obligations are paid in full. If any amount shall be paid to any a Subsidiary Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such the Subsidiary Guarantor, and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Note Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by VFN Guarantor hereunder or any set-off or application of funds of VFN Guarantor hereunderby any Buyer Party or any of their respective Affiliates, no VFN Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer Party against the Company or any other Guarantor Seller or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer Party for the payment of the Note ObligationsVFN Guarantor’s Guaranty Obligations or Guaranty Expenses, nor shall any VFN Guarantor seek or be entitled to seek any contribution contribution, indemnity or reimbursement from the Company or any other Guarantor Seller in respect of payments made by such VFN Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in fullTermination Date. If any amount shall be paid to any VFN Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid and satisfied in full, such amount shall be held by such VFN Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer Parties, segregated from other funds of such VFN Guarantor, and shall, forthwith upon receipt by such VFN Guarantor, be turned over to the Trustee applicable Buyer Parties in the exact form received by such VFN Guarantor (duly indorsed by such VFN Guarantor to the Trusteeany such Buyer Parties, if required), to be applied against the Note Obligations or Guaranty Obligations, as applicable, whether matured or unmatured, in such order as the Buyer Parties may determine.

No Subrogation. Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment rights that it may now have or payments made by any Guarantor hereunderhereafter acquire against Buyer or Merger Sub that arise from the existence, no Guarantor shall be entitled to be subrogated to any payment, performance, or enforcement of the rights Guarantor's obligations under or in respect of the Trustee, the Collateral Agent or any Holder against the Company this Limited Guaranty or any other Guarantor agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any collateral security right to participate in any claim or guarantee remedy of Seller against Buyer or Merger Sub, whether or not such claim, remedy or right of offset held by the Trusteearises in equity or under contract, statute or common law, including, without limitation, the Collateral Agent right to take or any Holder for the payment of the Note Obligationsreceive from Buyer or Merger Sub, nor shall any Guarantor seek directly or be entitled to seek any contribution indirectly, in cash or reimbursement from the Company other property or by set-off or in any other Guarantor in respect of payments made by such Guarantor hereundermanner, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company payment or security on account of such claim, remedy or right, unless and until the Note Obligations are Obligation shall have been indefeasibly paid in fullfull in cash. If any amount shall be paid to any the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the indefeasible payment in full in cash of the Note Obligations shall not have been paid in fullObligation, such amount shall be received and held by such Guarantor in trust for the Trusteebenefit of Seller, the Collateral Agent and the Holders, shall be segregated from other property and funds of such Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Guarantor, be turned over paid or delivered to Seller in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Trustee Obligation, in accordance with the exact form received by such Guarantor (duly indorsed by such Guarantor to terms of the TrusteeMerger Agreement, if required)whether matured or unmatured, or to be applied against held as collateral for the Note ObligationsObligation.

No Subrogation. Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor hereunderby Buyer or any of its Affiliates, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company or any other Guarantor Seller or any collateral security or guarantee Guarantee Obligation or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Seller in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Guarantor Obligations are paid and satisfied in fullfull and the Master Repurchase Agreement is terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Buyer in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeBuyer, if required), to be applied against the Note Guarantor Obligations, whether matured or unmatured, in such order as Buyer may determine. Nothing in the foregoing shall prevent or prohibit Guarantor from receiving and retaining distributions from Seller in the ordinary course provided that such distributions are not then prohibited by the Master Repurchase Agreement. Buyer shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for Guarantor Obligations for the Master Repurchase Agreement or for this Guaranty or any property subject thereto.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Buyer or any Holder of its affiliates for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Obligations are paid in fullfull and the Master Repurchase Agreement is terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuer or any other the Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuer on account of the Note Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Administrative Agent or any Holder Lender against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Administrative Agent and the Holders Lenders by the Company Borrower on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Administrative Agent and the HoldersLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Credit Agreement shall provide.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set off or application of funds of the Guarantor hereunderby the Indenture Trustee or any other Secured Party, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder against the Company Indenture Trustee or any other Guarantor Secured Party against the Co-Issuers or any other guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Indenture Trustee or any Holder other Secured Party for the payment of the Note Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Co-Issuers or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Notes and other Guaranteed Obligations are have been indefeasibly paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation subrogation, contribution or reimbursement rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent Indenture Trustee and the Holdersother Secured Parties, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Indenture Trustee in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the Indenture Trustee, if required), to be applied against the Note Guaranteed Obligations, whether matured or unmatured, in such order as the Indenture Trustee may determine in accordance with the Indenture.

No Subrogation. Notwithstanding any payment or payments made by any the Parent Guarantor hereunder, no the Parent Guarantor shall not be entitled to be subrogated to any of the rights of any holder of the Trustee, the Collateral Agent or any Holder Notes against the Company or any other Guarantor Issuer or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder holder for the payment of the Note Obligations, nor shall any the Parent Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Subsidiary Guarantor in respect of payments made by such the Parent Guarantor hereunder, until all amounts owing to the Trustee, holders of the Collateral Agent and the Holders Notes by the Company Issuer on account of the Note Obligations are paid in full. If any amount shall be paid to any the Parent Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Parent Guarantor in trust for the Trustee, holders of the Collateral Agent and the HoldersNotes, segregated from other funds of such the Parent Guarantor, and shall, forthwith upon receipt by such the Parent Guarantor, be turned over to the Trustee holders of the Notes in the exact form received by such the Parent Guarantor (duly indorsed by such the Parent Guarantor to the Trusteeholders of the Notes, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor hereunderby Buyer or any of its Affiliates, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Buyer against any Holder against the Company or any other Guarantor Seller or any collateral security or guarantee Guarantee Obligation or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Seller in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company such Seller on account of the Note Guarantor Obligations are paid and satisfied in fullfull and the Master Repurchase Agreement is terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Buyer in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeBuyer, if required), to be applied against the Note Guarantor Obligations, whether matured or unmatured, in such order as Buyer may determine. Nothing in the foregoing shall prevent or prohibit Guarantor from receiving and retaining distributions from any Seller in the ordinary course provided that such distributions are not then prohibited by the Master Repurchase Agreement. Buyer shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for Guarantor Obligations for the Master Repurchase Agreement or for this Guaranty or any property subject thereto.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby Gurnet, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Gurnet against the Company or any other Guarantor or any collateral security or guarantee Borrower or right of offset held by the Trustee, the Collateral Agent or any Holder Gurnet for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations to Gurnet under this Agreement are paid Paid in fullFull. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations to Gurnet under this Agreement shall not have been paid Paid in fullFull, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersGurnet, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Gurnet in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeGurnet, if required), to be applied against the Note Obligations, whether matured or unmatured, in a manner consistent with the provisions of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Borrower Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, Guarantor be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Borrower Obligations, whether matured or unmatured, in such order as Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor the Guarantors hereunder, no Guarantor or any set-off or application of funds of the Guarantors by the Lender, the Guarantors shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or against any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to the Guarantors seek any contribution reimbursement or reimbursement indemnification from the Company or any other Guarantor Borrower in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Obligations are paid in fullfull and the Credit Facility is terminated. If any amount shall be paid to any Guarantor the Guarantors on account of such subrogation or other rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee, the Collateral Agent and the Holders, Lender segregated from other funds assets of such Guarantorthe Guarantors, and shall, shall forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Trustee Lender in the exact form received by such Guarantor the Guarantors (duly indorsed by such Guarantor the Guarantors to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor hereunderby Buyer, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Seller or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. Guarantor hereby subordinates all of its subrogation rights against Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of ninety-one (91) days following the final payment of the last of all of the Obligations under the Facility Documents. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Buyer in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor hereunderby the Buyer or any of its Affiliates, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Buyer against any Holder against the Company or any other Guarantor Seller Party or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note ObligationsGuarantor’s obligations under this Guaranty, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Seller Party in respect of payments made by such Guarantor hereunder, until one year and one day following the Facility Termination Date under the Repurchase Agreement and all amounts owing to of the Trustee, Seller Parties’ obligations under the Collateral Agent Repurchase Agreement and the Holders by the Company on account of the Note Obligations are paid in fullother Transaction Documents have been satisfied. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Buyer in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Note Guarantor hereunder, no Note Guarantor shall be entitled to be subrogated to any of the rights of the TrusteeInitial Holder, the Collateral Agent Trustee or any Holder against the Company or any other Note Guarantor or any collateral security or guarantee or right of offset held by the TrusteeInitial Holder, the Collateral Agent Trustee or any Holder for the payment of the Note Guarantor Obligations, nor shall any Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Note Guarantor in respect of payments made by such Note Guarantor hereunder, until all amounts owing to the TrusteeInitial Holder, the Collateral Agent Trustee and the Holders by the Company on account of the Note Guarantor Obligations are paid in full. If any amount shall be paid to any Note Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid in full, such amount shall be held by such Note Guarantor in trust for the Trustee, Initial Holder or the Collateral Agent Trustee and the Holders, segregated from other funds of such Note Guarantor, and shall, forthwith upon receipt by such Note Guarantor, be turned over to the Initial Holder or the Trustee in the exact form received by such Note Guarantor (duly indorsed by such Note Guarantor to the Trustee, if required), to be applied against the Note Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set‑off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of ninety-one (91) days following the final payment of the last of all of the Obligations under the Repurchase Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuer on account of the Note Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderBorrower hereunder or any setoff or application of funds of any Borrower by the Agent or any Lender, no Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Lender against any Holder against the Company other Borrower or any other Guarantor guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the Company any other Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lenders by the Company Borrowers on account of the Note Obligations are irrevocably paid in full. If any amount shall be paid to any Guarantor a Borrower on account of such subrogation rights at any time when all of the Note Obligations shall not have been irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the Trustee, the Collateral Agent and the HoldersLenders, segregated from other funds of such Guarantorthat Borrower, and shall, forthwith upon receipt by such Guarantorthe Borrower, be turned over to the Trustee Agent in the exact form received by such Guarantor Borrower (duly indorsed by such Guarantor the Borrower to the TrusteeAgent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding The Guarantor will not exercise any rights that it may acquire by way of subrogation under this Guaranty, by any payment made hereunder or payments made by any Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunderotherwise, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Guaranteed Obligations are shall have been indefeasibly paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trusteebenefit of the Guaranteed Party and shall forthwith be paid to the Guaranteed Party to be credited and applied to such Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the applicable Guaranteed Document. If (i) the Guarantor shall make payment to the Guaranteed Party of all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations shall be indefeasibly paid in full, the Collateral Agent Guaranteed Party will, at the Guarantor’s request and the Holdersexpense, segregated from other funds of such Guarantor, execute and shall, forthwith upon receipt by such Guarantor, be turned over deliver to the Trustee Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the exact form received Guaranteed Obligations resulting from such payment by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note ObligationsGuarantor.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee Guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note ObligationsObligations under this Indenture, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Obligations under this Indenture are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations under this Indenture shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Trustee, if required), to be applied against the Note ObligationsObligations under this Indenture.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Affiliate Borrowers or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Affiliate Borrowers or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Affiliate Borrowers on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lender in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by any Holder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder against the Company any Obligor or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder for the payment of the Note Guarantied Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Company any Obligor or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Guarantied Obligations are irrevocably and indefeasibly paid in fullfull in cash. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guarantied Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Holders in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeHolders, if required), to be applied against the Note Guarantied Obligations, whether matured or unmatured, in accordance with Section 7.4 of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Borrower Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Borrower Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Subsidiary Guarantor hereunder, no the Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Obligations, nor shall any the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such the Subsidiary Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Obligations are paid in full. If any amount shall be paid to any the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any performance, payment or payments made by Guarantor hereunder (or any set-off or application of funds of Guarantor hereunderby Owner), no Guarantor shall not be entitled to be subrogated to any of the rights of the TrusteeWillbros or of any rights of Owner hereunder, the Collateral Agent or any Holder against the Company or any other Guarantor or any collateral security collateral, security, or guarantee or right of offset set-off held by the TrusteeOwner, the Collateral Agent or any Holder for the performance or payment of the Note Obligationsobligations guaranteed hereunder, nor shall any Guarantor seek or be entitled to seek assert or enforce any contribution or reimbursement from the Company right of contribution, reimbursement, indemnity or any other Guarantor in respect right to payment from Willbros as a result of payments made by such Guarantor hereunder, Guarantor’s performance of its obligations pursuant to this Guarantee until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Guaranteed Obligations are performed or paid in full. If any amount shall be paid to any Guarantor on account of such subrogation subrogation, contribution, reimbursement or indemnity rights at any time when all of the Note Guaranteed Obligations and all amounts owing hereunder shall not have been performed and paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersOwner, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Owner in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the TrusteeOwner, if required), to be applied against the Note Guaranteed Obligations, whether or not matured, in such order as Owner may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Lender against any Holder against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Borrower or any other Guarantor Person in respect of payments made by such the Guarantor hereunder, hereunder until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrowers on account of the Note Obligations are indefeasibly paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, the Guarantor and shall, shall forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lender in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may elect.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against the Seller to the full payment of Obligations due to the Buyer under the Repurchase Agreement for a period of one year and one day following the final payment of the last of all of the Obligations under the Repurchase Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Administrative Agent or any Holder Lender against the Company Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Trustee, the Collateral Administrative Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in fullTermination Requirements have been satisfied. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall Termination Requirements have not have been paid in fullsatisfied, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Administrative Agent and the HoldersLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Guarantor hereunder, no Guarantor shall will be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuers or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guarantor Obligations, nor shall will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuers on account of the Note Guarantor Obligations are paid in full. If any amount shall will be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall will not have been paid in full, such amount shall will be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shallwill, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Guarantor Obligations.

No Subrogation. Notwithstanding The Guarantor hereby unconditionally and irrevocably agrees not to exercise any payment rights that it may now have or payments made by any Guarantor hereunder, no Guarantor shall be entitled to be subrogated hereafter acquire against Parent or Merger Sub with respect to any of the rights Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Trustee, the Collateral Agent Guarantor’s obligations under or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such Guarantor hereunderclaim, until all amounts owing to the Trusteeremedy or right arises in equity or under contract, statute or common law, including, without limitation, the Collateral Agent and the Holders right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by the Company set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Note Guaranteed Obligations are shall have been paid in full. If any amount shall be paid to any the Guarantor on account in violation of such subrogation rights the immediately preceding sentence at any time when all prior to the satisfaction in full of the Note Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Guarantor in trust for the Trusteebenefit of the Guaranteed Party, the Collateral Agent and the Holders, shall be segregated from other property and funds of such Guarantor, the Guarantor and shall, shall forthwith upon receipt by such Guarantor, be turned over paid or delivered to the Trustee Guaranteed Party in the exact same form as so received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), with any necessary endorsement or assignment) to be credited and applied against all amounts payable by the Note ObligationsGuarantor under this Limited Guaranty.

No Subrogation. Notwithstanding any payment or payments made by the Limited Guarantor hereunder or any set-off or application of funds of the Limited Guarantor hereunderby the Buyer, no the Limited Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Limited Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Seller or any other Guarantor guarantor in respect of payments made by such the Limited Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Limited Guarantor hereby subordinates all of its subrogation rights against Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of 91 days following the final payment of the last of all of the Obligations under the Facility Documents. If any amount shall be paid to any the Limited Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Limited Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such the Limited Guarantor, and shall, forthwith upon receipt by such the Limited Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Limited Guarantor (duly indorsed by such the Limited Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Administrative Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Administrative Agent or any Holder Lender against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Administrative Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Administrative Agent and the Holders Lenders by the Company Borrowers on account of the Note Obligations (other than contingent indemnification obligations for which no claim has been made) are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations (other than contingent indemnification obligations for which no claim has been made) shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Administrative Agent and the HoldersLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby any Guaranteed Creditor, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Guaranteed Creditor against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Guaranteed Creditor for the payment of the Note ObligationsBorrower’s Obligations until all amounts owing to the Agent and the Guaranteed Creditors by the Borrower on account of the Borrower’s Obligations are paid in full, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, hereunder until all amounts owing to the Trustee, the Collateral Agent and the Holders Guaranteed Creditors by the Company Borrower on account of the Note Borrower’s Obligations are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Borrower’s Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersGuaranteed Creditors, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAgent, if required), to be applied against the Note Borrower’s Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Administrative Agent or any Holder Lender against the Company Borrower or any other Guarantor or against any collateral security or guarantee Guaranty or right of offset held by the Trustee, the Collateral Administrative Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account occurrence of the Note Obligations are paid in fulla Termination Event. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all before the occurrence of the Note Obligations shall not have been paid in fulla Termination Event, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Administrative Agent and the HoldersLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor each of the Guarantors, Parent and MidCo hereunder, no Guarantor none of the Guarantors, Parent or MidCo shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Guarantor Guarantor, Parent or MidCo or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guaranteed Obligations, nor shall any Guarantor Guarantor, Parent or MidCo seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Guarantor, Parent or MidCo in respect of payments made by such Guarantor Guarantor, Parent or MidCo hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor Guarantor, Parent or MidCo on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor Guarantor, Parent or MidCo in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, Parent or MidCo, and shall, forthwith upon receipt by such Guarantor, Parent or MidCo, be turned over to the Trustee in the exact form received by such Guarantor Guarantor, Parent or MidCo (duly indorsed endorsed by such Guarantor Guarantor, Parent or MidCo to the Trustee, if required), to be applied against the Note Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, nor claim an amount under any law relating to bankruptcy, winding up or the protection of creditors in relation to the Borrower until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Purchaser against the Company Borrower or any other Guarantor or any collateral security or guarantee Guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Purchaser for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Purchaser by the Company Borrower on account of the Note Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersPurchaser, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Purchaser in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteePurchaser, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Purchaser may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lenders by the Company Borrower on account of the Note Borrower Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeAgent, if required), to be applied against the Note Borrower Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor of the Guarantors hereunder, no Guarantor shall be entitled to be subrogated exercise any rights of subrogation it may have to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuer on account of the Note Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company on account of the Note Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set off or application of funds of any Guarantor by the Holder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder against the Company Maker or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Maker or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Holder by the Company Maker on account of the Note Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersHolder, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Holder in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeHolder, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Holder may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of 91 days following the fmal payment of the last of all of the Obligations under the Facility Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any the -------------- Guarantor hereunder, no or any set-off or application of funds of the Guarantor by the Collateral Agent or any Secured Party, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Secured Party against the Company Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Secured Party for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in fullGuarantee Termination Date. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of prior to the Note Obligations shall not have been paid in fullGuarantee Termination Date, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersSecured Parties, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Collateral Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeCollateral Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Note Guarantor hereunder, no Note Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Note Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guaranteed Obligations, nor shall any Note Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Note Guarantor in respect of payments made by such Note Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Guaranteed Obligations are paid in full. If any amount shall be paid to any Note Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Note Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Note Guarantor, and shall, forthwith upon receipt by such Note Guarantor, be turned over to the Trustee in the exact form received by such Note Guarantor (duly indorsed by such Note Guarantor to the Trustee, if required), to be applied against the Note Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Buyer against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of ninety-one (91) days following the final payment of the last of all of the Obligations under the Program Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Purchasers against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Purchasers for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Purchasers by the Company on account of the Note Obligations are indefeasibly paid in fullfull (other than contingent payment obligations for which no claim has been asserted, which for purposes of clarification shall not include principal amounts and accrued interest on the Debentures). If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in fullfull (other than contingent payment obligations for which no claim has been asserted, which for purposes of clarification shall not include principal amounts and accrued interest on the Debentures), such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersPurchasers, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Purchasers in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteePurchasers, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Purchasers may determine.

No Subrogation. Notwithstanding any payment or payments made by the Parent under this Parent Guarantee or any Guarantor hereunderset-off or application of funds of the Parent by any Lender, no Guarantor the Parent shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Administrative Agent or any Holder Lender against the Company any Subsidiary Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset set-off held by the Trustee, the Collateral Administrative Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor the Parent seek or be entitled to seek any contribution or reimbursement from the Company any Subsidiary Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor the Parent hereunder, until all amounts owing to the Trustee, the Collateral Administrative Agent and the Holders Lenders by the Company Subsidiary Borrowers on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Guarantor the Parent on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Parent in trust for the Trustee, the Collateral Administrative Agent and the HoldersLenders, segregated from other funds of such Guarantorthe Parent, and shall, forthwith upon receipt by such Guarantorthe Parent, be turned over to the Trustee Administrative Agent in the exact form received by such Guarantor the Parent (duly indorsed by such Guarantor the Parent to the TrusteeAdministrative Agent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by any the -------------- Guarantor hereunder, no Guarantor shall be entitled to be subrogated to or any set-off or application of funds of the rights of Guarantor by the TrusteeBeneficiary, the Collateral Agent Guarantor hereby irrevocably waives any claim or any Holder other rights that it may now or hereafter acquire against the Company Borrower or any other Guarantor insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guaranty or any other Loan Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiary against the Borrower or any other insider guarantor or any collateral security security, whether or guarantee not such claim, remedy or right of offset held by arises in equity or under contract, statute or common law, including the Trustee, the Collateral Agent right to take or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement receive from the Company Borrower or any other Guarantor insider guarantor, directly or indirectly, in respect of payments made cash or other property or by such Guarantor hereunderset-off or in any other manner, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company payment or security on account of the Note Obligations are paid in fullsuch claim, remedy or right. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all in violation of the Note Obligations shall not have been paid in fullpreceding sentence, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBeneficiary, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Beneficiary in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the TrusteeBeneficiary, if requiredso requested by the Beneficiary), to be applied against the Note Guarantied Obligations, whether matured or unmatured, in such order as the Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set‑off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Buyer against any Holder against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company any Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against each Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of 91 days following the final payment of the last of all of the Obligations under the Facility Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuer on account of the Note Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments made by any -------------- Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Borrower Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Borrower Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor hereunderby the Guaranteed Parties, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Guaranteed Parties against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Guaranteed Parties for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Guaranteed Parties by the Company Borrower on account of the Note Obligations are paid in fullfull and the Note Purchase Agreement has been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, benefit of the Collateral Agent and the HoldersGuaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Guaranteed Parties in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeGuaranteed Parties, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Guaranteed Parties may determine.

No Subrogation. Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor hereunderby Agent, no unless and until the Obligations are paid in full, Guarantor shall not be (i) entitled to payment of any Indebtedness owing by Borrower to Guarantor except for (A) Indebtedness owing by the Borrower to Guarantor that will be paid on the Closing Date and (B) any reimbursement for income taxes, audit fees and allocated overhead expenses at the times and in the amounts set forth in Section 2.5 of the Master Loan Agreement, or (ii) subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder for the payment of the Note Obligations. In addition, nor Guarantor shall any Guarantor not (unless and until the Obligations are paid in full) seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such Indebtedness or subrogation rights at any time when all of the Note Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersAgent, segregated from other funds of such Guarantor, Guarantor and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeAgent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as Agent may determine.

No Subrogation. Notwithstanding any payment or payments -------------- made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Beneficiary, no the Guarantor shall not be entitled to be subrogated to exercise or enforce any of the subrogation rights of the Trustee, the Collateral Agent or any Holder Beneficiary against the Company Lessor or any other Guarantor Person or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Beneficiary for the payment of the Note Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Lessor or any other Guarantor Person in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Beneficiary by the Company Lessor on account of the Note Guaranteed Obligations and all amounts owing hereunder are paid in fullfull and the Loan Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations and all amounts owing hereunder shall not have been paid in fullfull or the Loan Commitments shall not have been terminated, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBeneficiary, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Beneficiary in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBeneficiary, if required), to be applied against the Note Guaranteed Obligations, whether matured or unmatured, in such order as the Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set off or application of funds of the Guarantor hereunderby Buyer or any of its Affiliates, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Buyer against any Holder against the Company Seller or any other Guarantor guarantor or any collateral security (including the Collateral) or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to Buyer by the Trustee, the Collateral Agent Sellers and the Holders by the Company Guarantor on account of the Note Obligations are paid in fullfull and the Master Repurchase Agreement is terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder, no or any set-off or application of funds of any Guarantor by Agent or any Lender, or the receipt of any amounts by Lenders with respect to any of the Guaranteed Obligations, Guarantors shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lenders against the Company Borrower or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lenders for the payment of the Note Obligations, Guaranteed Obligations nor shall any Guarantor seek or be entitled to Guarantors seek any contribution or reimbursement from the Company Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunderGuarantors in connection with the Guaranteed Obligations, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company or Lenders on account of the Note Guaranteed Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Guarantor Guarantors on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor Guarantors in trust for the Trustee, the Collateral Agent and the HoldersLenders, segregated from other funds of such GuarantorGuarantors, and shall, forthwith upon receipt by such GuarantorGuarantors, be turned over to the Trustee Lenders in the exact form received by such Guarantor Guarantors (duly indorsed endorsed by such Guarantor Guarantors to the TrusteeLenders, if required), ) to be applied against the Note Guaranteed Obligations, whether matured or unmatured, in such order as determined by Lenders.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderof the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by the Collateral Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lenders by the Company Borrower on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeCollateral Agent or the Lenders, as the case may be, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Collateral Agent or the Lenders may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantors hereunder or any Guarantor hereunderset-off or application of funds of the Guarantors by any Beneficiary, no Guarantor shall be entitled to be subrogated to exercise or enforce any of the subrogation rights of the Trustee, the Collateral Agent or any Holder Beneficiary against the Company Borrower or any other Guarantor Person or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Beneficiary for the payment of the Note Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor Person in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Beneficiaries by the Company Borrower on account of the Note Guaranteed Obligations and all amounts owing hereunder are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations and all amounts owing hereunder shall not have been paid in fullfull or the Commitments shall not have been terminated, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBeneficiaries, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeAgent, if required), to be applied against the Note Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor Person in respect of payments made by such the Guarantor hereunder, hereunder until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Obligations are indefeasibly paid in fullfull (unless Lender otherwise consents in writing). If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, the Guarantor and shall, shall forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lender in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may elect.

No Subrogation. Notwithstanding any payment or payments made by the Guarantors hereunder or any set-off or application of funds of any Guarantor hereunderby the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor guarantor in respect of payments made by such any Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantorthe Guarantors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, pursuant to Section 8(b) of the Security Agreement.

No Subrogation. Notwithstanding any payment or payments made by the -------------- Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor Person in respect of payments made by such the Guarantor hereunder, hereunder until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Obligations are indefeasibly paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, the Guarantor and shall, shall forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lender in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may elect.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lenders by the Company Borrower on account of the Note Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such Guarantor, Lenders and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAgent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by -------------- the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other the Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lenders by the Company Borrower on account of the Note Obligations are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLenders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lenders in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLenders, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lenders may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Guarantor Subsidiary Guarantor, if any, or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guarantor Obligations, nor shall any the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Subsidiary Guarantor, if any, in respect of payments made by such the Subsidiary Guarantor hereunder, hereunder until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Guarantor Obligations are paid in full. If any amount shall be paid to any the Subsidiary Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such the Subsidiary Guarantor, and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Note Guarantor Obligations. [Insert subordination provisions, if applicable.]

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by Lenders, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder other Lender against the Company KP or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder other Lender for the payment of the Note Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company KP or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Secured Obligations are paid Paid in fullFull. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Collateral Agent for distribution to the applicable Lenders in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLenders, if required), to be applied against the Note Secured Obligations, whether matured or unmatured, in a manner consistent with the provisions of the Facility Agreement.

No Subrogation. Notwithstanding any payment or payments made by any a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder holder of the Notes against the Company or any other Guarantor Issuer or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder holder of the Notes for the payment of the Note Obligations, Obligations nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Issuer in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders holders of the Notes by the Company Issuer on account of the Note Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holdersholders of the Notes, segregated from other funds of such Guarantor, the Subsidiary Guarantor and shall, forthwith upon receipt by such the Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such the Subsidiary Guarantor (duly indorsed by such the Subsidiary Guarantor to the Trustee, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by the Lender, no Guarantor shall will be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Borrower Obligations, nor shall will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Borrower Obligations are paid in fullfull and the Liabilities are terminated. If any amount shall be is paid to any Guarantor on account of such subrogation rights at any time when all of the Note Borrower Obligations shall have not have been paid in full, such amount shall will be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shallwill, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Borrower Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Guarantor Subsidiary Guarantor, if any, or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Subsidiary Guarantor, if any, in respect of payments made by such the Guarantor hereunder, hereunder until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company on account of the Note Guarantor Obligations are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Trustee, if required), to be applied against the Note Guarantor Obligations.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor the Guarantors hereunder, no Guarantor or any set-off or application of funds of the Guarantors by the Agent or any Lender, the Guarantors shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor or against any collateral or other security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lenders by the Company Borrower on account of the Note Obligations are paid in fullfull and the Commitments have been terminated. If any amount shall be paid to any Guarantor the Guarantors on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee, the Collateral Agent and the HoldersLenders, segregated from other funds of such Guarantorthe Guarantors, and shall, forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Trustee Agent in the exact form received by such Guarantor the Guarantors (duly indorsed endorsed by such Guarantor the Guarantors to the TrusteeAgent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as Agent may determine. The provisions of this Section shall survive the termination of this Agreement and the payment in full of the Obligations and the termination of the Commitments.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby MLMCI, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or MLMCI against any Holder against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder MLMCI for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Borrower or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the TrusteeMLMCI by each Borrower, the Collateral Agent and the Holders by the Company on account of the Note Obligations (other than contingent Obligations that are intended to survive the termination of the Credit Agreement) are paid in full. The Guarantor hereby subordinates all of its subrogation rights against any Borrower and any other guarantor to the full payment of Obligations due MLMCI under the Credit Agreement, for a period of 91 days following the final payment of the last of all of the Obligations. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations (other than contingent Obligations that are intended to survive the termination of the Credit Agreement) shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersMLMCI, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee MLMCI in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeMLMCI, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as MLMCI may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no or any application of funds of the Guarantor by the Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the TrusteeLender against the Borrower nor shall the Guarantor have any rights of reimbursement, the Collateral Agent assignment, indemnification or implied contract or any Holder similar rights against the Company Borrower or against any endorser or other guarantor of all or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder for the payment part of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower for or on account of the Note Obligations or otherwise under this Guaranty are paid in full. If If, notwithstanding the foregoing, any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such the Guarantor, and shall, forthwith upon (and in any event within two (2) Business Days of) receipt by such the Guarantor, be turned over to the Trustee Lender, if required, in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by a Guarantor hereunder or any setoff or application of funds of any Guarantor hereunderby the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any such Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, Lender by the Collateral Agent Borrower and the Holders by the Company Guarantors on account of the Note Obligations are paid in fullfull and the Commitment is terminated. If any amount shall be paid to any a Guarantor on account of such the subrogation rights at any time when all of the Note Obligations shall not have been paid in fullfull and the Commitment shall not have been terminated, such the amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shall, shall forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed endorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, at the time and in the order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by any -------------- the Guarantor hereunder, no Guarantor shall be entitled to be subrogated to or any set-off or application of funds of the rights of Guarantor by the TrusteeBeneficiary, the Collateral Agent Guarantor hereby irrevocably waives any claim or any Holder other rights that he may now or hereafter acquire against the Company Borrower or any other Guarantor insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guaranty or any other Loan Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiary against the Borrower or any other insider guarantor or any collateral security security, whether or guarantee not such claim, remedy or right of offset held by arises in equity or under contract, statute or common law, including the Trustee, the Collateral Agent right to take or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement receive from the Company Borrower or any other Guarantor insider guarantor, directly or indirectly, in respect of payments made cash or other property or by such Guarantor hereunderset-off or in any other manner, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company payment or security on account of the Note Obligations are paid in fullsuch claim, remedy or right. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all in violation of the Note Obligations shall not have been paid in fullpreceding sentence, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBeneficiary, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Beneficiary in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the TrusteeBeneficiary, if requiredso requested by the Beneficiary), to be applied against the Note Guarantied Obligations, whether matured or unmatured, in such order as the Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Purchaser, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Purchaser against the Company Company, its Subsidiaries, or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Purchaser for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Company, its Subsidiaries, or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Purchaser by the Company Company, its Subsidiaries on account of the Note Obligations are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersPurchaser, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Purchaser in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteePurchaser, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Purchaser may determine.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor the Guarantors hereunder, no Guarantor none of the Guarantors shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company or any other Guarantor Issuer or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Obligations, nor shall any Guarantor of the Guarantors seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders Holders, as well as the holders of any other Permitted Indebtedness, by the Company Issuer on account of the Note Obligations are paid in full. If any amount shall be paid to any Guarantor of the Guarantors on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Obligations. Back to Contents Section 1403. Consideration. Each of the Guarantors has received, or shall receive, direct or indirect benefits from the making of the Guarantee.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby any Beneficiary, no the Guarantor shall not be entitled to be subrogated to exercise or enforce any of the subrogation rights of the Trustee, the Collateral Agent or any Holder Beneficiary against the Company Shareholder or any other Guarantor Person or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Beneficiary for the payment of the Note Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Shareholder or any other Guarantor Person in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Beneficiaries by the Company Shareholder on account of the Note Guaranteed Obligations and all amounts owing hereunder are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations amounts owing hereunder shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBeneficiaries, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Offshore Collateral Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeOffshore Collateral Agent, if required), to be applied against the Note Guaranteed Obligations, whether matured or unmatured, in such order as the Offshore Collateral Agent is instructed in writing by an Administrative Agent and in accordance with the provisions of the Security Documents.

No Subrogation. Notwithstanding any payment or payments made by any each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuer on account of the Note Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Obligations.

No Subrogation. Notwithstanding any payment or payments made by any -------------- the Guarantor hereunder, no Guarantor shall be entitled to be subrogated to or any set-off or application of funds of the rights of Guarantor by the TrusteeBeneficiary, the Collateral Agent Guarantor hereby irrevocably waives any claim or any Holder other rights that it may now or hereafter acquire against the Company Borrower or any other Guarantor insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guaranty or any other Loan Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiary against the Borrower or any other insider guarantor or any collateral security security, whether or guarantee not such claim, remedy or right of offset held by arises in equity or under contract, statute or common law, including the Trustee, the Collateral Agent right to take or any Holder for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement receive from the Company Borrower or any other Guarantor insider guarantor, directly or indirectly, in respect of payments made cash or other property or by such Guarantor hereunderset-off or in any other manner, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company payment or security on account of the Note Obligations are paid in fullsuch claim, remedy or right. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all in violation of the Note Obligations shall not have been paid in fullpreceding sentence, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBeneficiary, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Beneficiary in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the TrusteeBeneficiary, if requiredso requested by the Beneficiary), to be applied against the Note Guarantied Obligations, whether matured or unmatured, in such order as the Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Buyer against any Holder against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company any Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against each Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of ninety-one (91) days following the final payment of the last of all of the Obligations under the Program Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note ObligationsObligations in accordance with the Repurchase Agreement.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Secured Parties against the Company or any other Guarantor Obligors or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Secured Parties for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Obligors in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Indenture Trustee, on behalf of the Collateral Agent and the HoldersSecured Parties, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Indenture Trustee on behalf of the Secured Parties, in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the Indenture Trustee, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Indenture Trustee (as directed in writing by the Noteholders) may determine.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder, no or any set-off or application of funds of the Guarantor by the Agent r any Lender, or the receipt of any amounts by the Agent or any Lender with respect to any of the Guaranteed Obligations, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company other Borrowers or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, Guaranteed Obligations nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company other Borrowers or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunderin connection with the Guaranteed Obligations, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company Lenders on account of the Note Guaranteed Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersAgent, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Agent in the exact form received by such the Guarantor (duly indorsed endorsed by such the Guarantor to the TrusteeAgent, if required), ) to be applied against the Note Guaranteed Obligations, whether matured or unmatured, in such order as set forth in the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby any Guaranteed Creditor, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Guaranteed Creditor against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Guaranteed Creditor for the payment of the Note Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Guaranteed Creditors by the Company Borrower on account of the Note Borrower Obligations are irrevocably and indefeasibly paid in fullfull in cash and all of the Commitments are terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Borrower Obligations shall not have been irrevocably and indefeasibly paid in fullfull in cash, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the Holders, segregated from other funds of such GuarantorGuaranteed Creditors, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Administrative Agent in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeAdministrative Agent, if required), to be applied against the Note Borrower Obligations, whether matured or unmatured, in accordance with Section 11.02(c) of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or Buyer against any Holder against the Company Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Buyer for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Buyer by the Company any Seller on account of the Note Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against each Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of 91 days following the final payment of the last of all of the Obligations under the Facility Documents. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Buyer in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeBuyer, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by any each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Trustee or any Holder against the Company Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Trustee or any Holder for the payment of the Note Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution con- tribution or reimbursement from the Company Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent Trustee and the Holders by the Company Issuer on account of the Note Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Note Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Note Guaranteed Obligations.

No Subrogation. Notwithstanding any payment or payments -------------- made by any the Guarantor hereunder, no or any set-off or application of funds of the Guarantor by ▇▇▇▇▇▇, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent Lender against any Borrower or any Holder against the Company or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders by the Company on account of the Note Obligations are paid in fullTermination Date. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of prior to the Note Obligations shall not have been paid in fullTermination Date, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lender in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in the manner provided in the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder, or any setoff or application of funds of any Guarantor by the Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset setoff held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrowers on account of the Note Obligations are paid in fullfull in cash and the Commitment is terminated. If Without limiting the foregoing, if any amount shall be paid to any Guarantor on account of such subrogation rights or otherwise at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor hereunderby the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent or any Holder Lender for the payment of the Note Secured Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing by the Borrower to the Trustee, the Collateral Agent and the Holders by the Company Lender on account of the Note Secured Obligations are indefeasibly paid in full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Note Secured Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee Lender in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Note Secured Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by the Guarantors hereunder or any Guarantor hereunderset-off or application of funds of the Guarantors by the Lender, no Guarantor the Guarantors shall not be entitled to be subrogated to any of the rights of the Trustee, the Collateral Agent or any Holder Lender against the Company Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee, the Collateral Agent Lender or any Holder of its affiliates for the payment of the Note Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee, the Collateral Agent and the Holders Lender by the Company Borrower on account of the Note Obligations are paid in fullfull and the Financing Documents are terminated. If any amount shall be paid to any Guarantor the Guarantors on account of such subrogation rights at any time when all of the Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee, the Collateral Agent and the HoldersLender, segregated from other funds of such Guarantorthe Guarantors, and shall, forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Trustee Lender in the exact form received by such Guarantor the Guarantors (duly indorsed by such Guarantor the Guarantors to the TrusteeLender, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments -------------- made by any Guarantor hereunderBorrower hereunder or any setoff or application of funds of any Borrower by any Bank or the Agent, no Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of any Bank or the Trustee, the Collateral Agent or against any Holder against the Company other Borrower or any other Guarantor guarantor or any collateral security or guarantee guaranty or right of offset held by any Bank or the Trustee, the Collateral Agent or any Holder for the payment of the Note Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the Company any other Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor Borrower hereunder, until all amounts owing to the Trustee, the Collateral Agent Banks and the Holders Agent by the Company Borrowers on account of the Note Obligations are irrevocably paid in full. If any amount shall be paid to any Guarantor a Borrower on account of or such subrogation rights at any time when all of the Note Obligations shall not have been irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the Trustee, the Collateral Agent Banks and the HoldersAgent, segregated from other funds of such Guarantorthat Borrower, and shall, forthwith upon receipt by such Guarantorthe Borrower, be turned over to the Trustee Agent in the exact form received by such Guarantor the Borrower (duly indorsed by such Guarantor the Borrower to the TrusteeAgent, if required), to be applied against the Note Obligations, whether matured or unmatured, in such order as the Agent may determine.