Common use of No Subrogation Clause in Contracts

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Lender against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee Lender or any Holder of its affiliates for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder against the Issuer any Obligor or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guarantied Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Issuer any Obligor or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Guarantied Obligations are irrevocably and indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)in cash. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor 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 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 Guarantor Guarantied Obligations, whether matured or unmatured, in accordance with Section 7.4 of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by each the Limited Guarantor hereunderhereunder or any set-off or application of funds of the Limited Guarantor by the Buyer, no the Limited Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Limited Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Limited Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Limited Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or Lender against any Holder against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer 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 and the Holders Lender by the Issuer Borrowers on account of the Guarantor Obligations are indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may elect.

No Subrogation. Notwithstanding any payment or payments made by each the Subsidiary Guarantor hereunder, no the Subsidiary Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Company or any other Subsidiary Guarantor in respect of payments made by such the Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer Company on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderany Borrower 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 Agent or Lender against any Holder against the Issuer other Borrower or any other Guarantor guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the Issuer 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 Agent and the Holders Lenders by the Issuer Borrowers on account of the Guarantor Obligations are irrevocably paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the Trustee 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 Guarantor 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 each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunderotherwise, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Guaranteed Obligations are shall have been indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee benefit of the Guaranteed Party and the Holders, segregated from other funds of such Guarantor, and shall, shall forthwith upon receipt by such Guarantor, be turned over paid to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), Guaranteed Party to be credited and applied against the Guarantor to such Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the applicable Guaranteed Document. If (i) the Guarantor shall make payment to the Guaranteed Party of all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations shall be indefeasibly paid in full, the Guaranteed Party will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment by the Guarantor.

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor Issuers or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Note Obligations, nor shall any Guarantor of the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer Issuers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer Issuers on account of the Guarantor Note Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Note Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Guarantor Note Obligations, whether matured or unmatured.

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

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set‑off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full 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 (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer UPDA or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer UPDA or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer UPDA on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Trustee, Lender if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Lender 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 each 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 or any Holder against the Issuer 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 arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyer or Merger Sub, directly or indirectly, in cash or other property or by the Trustee set-off or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or in any other Guarantor in respect of payments made by such Guarantor hereundermanner, until all amounts owing to the Trustee and the Holders by the Issuer payment or security on account of such claim, remedy or right, unless and until the Guarantor Obligations are Obligation shall have been indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in fullObligation, such amount shall be received and held by such Guarantor in trust for the Trustee and the Holdersbenefit of Seller, 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 Trustee, if required), to be applied against the Guarantor ObligationsMerger Agreement, whether matured or unmatured, or to be held as collateral for the Obligation.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Company on account of the Guarantor Obligations are indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder against the Issuer Maker or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Maker or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Holder by the Issuer Maker on account of the Guarantor Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor 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 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 Guarantor Obligations, whether matured or unmatured, in such order as the Holder may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall will be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer Issuers or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Issuers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer Issuers on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall will be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall will not have been paid in full, such amount shall will be held by such Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

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 each 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 Guarantor’s obligations under or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made 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 claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by such Guarantor hereunderset-off or in any other manner, until all amounts owing to the Trustee and the Holders by the Issuer payment or security on account of such claim, remedy or right, unless and until the Guarantor Guaranteed Obligations are shall have been paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in fullGuaranteed Obligations, such amount shall be received and held by such Guarantor in trust for the Trustee and benefit of the HoldersGuaranteed Party, 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 Guarantor Obligations, whether matured or unmaturedunder this Limited Guaranty.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor any 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 or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each 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 Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee Agent or any Holder Lender for the payment of the Guarantor Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Borrower Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Borrower Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Administrative Agent or any Holder Lender against the Issuer or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee Administrative Agent and the Holders Lenders by the Issuer Borrowers on account of the Guarantor Obligations (other than contingent indemnification obligations for which no claim has been made) are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor 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 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 Guarantor Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderhereunder or any set-off or application of funds of Guarantor by Buyer or any of its Affiliates, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer or any other Guarantor Seller or any collateral security or guarantee Guarantee Obligation or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Seller in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid and satisfied in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the Trustee 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 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 each Guarantor 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 or any Holder against the Issuer Company or any other Guarantor Guarantor, Parent or MidCo or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Guarantor Guarantor, Parent or MidCo seek or be entitled to seek any contribution or reimbursement from the Issuer 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 and the Holders by the Issuer Company on account of the Guarantor Guaranteed Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor 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 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 Guarantor Guaranteed Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Lender against the Issuer or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer 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 and the Holders Lender by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Purchaser against the Issuer Borrower or any other Guarantor or any collateral security or guarantee Guaranty or right of offset held by the Trustee or any Holder Purchaser for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Purchaser by the Issuer Borrower on account of the Guarantor Obligations are indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Purchaser may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Administrative Agent or any Holder Lender against the Issuer or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee Administrative Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Credit Agreement shall provide.

No Subrogation. Notwithstanding any payment or payments made by each a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer Company or any other Guarantor Subsidiary Guarantor, if any, or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any the Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer 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 and the Holders by the Issuer Company on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each VFN Guarantor hereunderhereunder or any set-off or application of funds of VFN Guarantor by 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 or any Holder Buyer Party against the Issuer or any other Guarantor Seller or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer Party for the payment of the Guarantor 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 Issuer or any other Guarantor Seller in respect of payments made by such VFN Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)Termination Date. If any amount shall be paid to any VFN Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by such VFN Guarantor in trust for the Trustee 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 Guarantor Obligations or Guaranty Obligations, as applicable, whether matured or unmatured, in such order as the Buyer Parties may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Borrower Obligations are indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Borrower Obligations shall not have been indefeasibly paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Borrower Obligations, whether matured or unmatured, in such order as Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee guaranty or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to the Guarantors seek any contribution reimbursement or reimbursement indemnification from the Issuer or any other Guarantor Borrower in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Notes against the Issuer or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee or any Holder holder for the payment of the Guarantor Obligations, nor shall any the Parent Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Subsidiary Guarantor in respect of payments made by such the Parent Guarantor hereunder, until all amounts owing to the Trustee and holders of the Holders Notes by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Parent Guarantor in trust for the Trustee and holders of 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any performance, payment or payments made by each Guarantor hereunderhereunder (or any set-off or application of funds of Guarantor by Owner), no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Willbros or of any rights of Owner hereunder, or any Holder against the Issuer or any other Guarantor or any collateral security collateral, security, or guarantee or right of offset set-off held by the Trustee or any Holder Owner, for the performance or payment of the Guarantor Obligationsobligations guaranteed hereunder, nor shall any Guarantor seek or be entitled to seek assert or enforce any contribution or reimbursement from the Issuer 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 and the Holders by the Issuer on account of the Guarantor Guaranteed Obligations are performed or paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor 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 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 Guarantor Guaranteed Obligations, whether matured or unmaturednot matured, in such order as Owner may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until Until all amounts owing to the Trustee and the Holders by the Issuer Lenders on account of the Guarantor Guaranteed Obligations are paid in full (full, Holdings hereby waives any claims or other than contingent rights which it may now or indemnification hereafter acquire against the Borrower that arise from the existence or performance of Holdings' obligations under this Parent Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, any right to participate in any claim or remedy of the Lenders against the Borrower or any collateral which the Lenders now have or may hereafter acquire, whether or not then asserted such claim, remedy or due)right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor Holdings on account of such subrogation rights at any time when all of the Guarantor Bridge Loan Obligations shall not have been paid in full, such amount shall be held by such Guarantor Holdings in trust for the Trustee and the HoldersLenders, segregated from other funds of such GuarantorHoldings, and shall, forthwith upon receipt by such GuarantorHoldings, be turned over to the Trustee Lenders in the exact form received by such Guarantor Holdings (duly indorsed by such Guarantor Holdings to the TrusteeLenders, if required), ) to be applied against the Guarantor Bridge Loan Obligations, whether matured or unmatured, in such order as set forth herein.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by Gurnet, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Gurnet against the Issuer or any other Guarantor or any collateral security or guarantee Borrower or right of offset held by the Trustee or any Holder Gurnet for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations to Gurnet under this Agreement are paid Paid in full (other than contingent or indemnification obligations not then asserted or due)Full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor 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 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 Guarantor Obligations, whether matured or unmatured, in a manner consistent with the provisions of this Agreement.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunder, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor Company or any collateral security or guarantee Guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor ObligationsObligations under this Indenture, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Company in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer Company on account of the Guarantor Obligations under this Indenture are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor 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 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 Guarantor Obligations, whether matured or unmaturedObligations under this Indenture.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Lender against the Issuer Affiliate Borrowers or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Affiliate Borrowers or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Affiliate Borrowers on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other the Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Guaranteed Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Guarantor Guaranteed Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderhereunder or any set-off or application of funds of Guarantor by Buyer or any of its Affiliates, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or Buyer against any Holder against the Issuer or any other Guarantor Seller or any collateral security or guarantee Guarantee Obligation or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Seller in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer such Seller on account of the Guarantor Obligations are paid and satisfied in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the Trustee 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 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 each 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 or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Borrower Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Borrower Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by any Guaranteed Creditor, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Agent or any Holder Guaranteed Creditor against the Issuer or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee or any Holder Guaranteed Creditor for the payment of the Guarantor 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 Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, hereunder until all amounts owing to the Trustee Agent and the Holders Guaranteed Creditors by the Issuer Borrower on account of the Guarantor Borrower’s Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Borrower’s Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Borrower’s Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set off or application of funds of the Guarantor by 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 Indenture Trustee or any Holder other Secured Party against the Issuer Co-Issuers or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Indenture Trustee or any Holder other Secured Party for the payment of the Guarantor Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Co-Issuers or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Notes and other Guaranteed Obligations are have been indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Guarantor 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 each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee Buyer or any Holder of its affiliates for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 Administrative Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)Termination 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 Guarantor 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 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 Guarantor Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderhereunder or any set-off or application of funds of Guarantor by Buyer, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full 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 (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderhereunder or any set-off or application of funds of Guarantor by the Buyer or any of its Affiliates, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or Buyer against any Holder against the Issuer or any other Guarantor Seller Party or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor ObligationsGuarantor’s obligations under this Guaranty, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer 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 Repurchase Agreement and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Guaranteed Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Guarantor Guaranteed Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each 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 Administrative Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee Guaranty or right of offset held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account occurrence of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)a 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 Guarantor Obligations shall not have been paid in fulla Termination Event, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderthe Guarantors hereunder or any set-off or application of funds of the Guarantors by any Lender Party, no Guarantor the Guarantors shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Lender Party against the Issuer Borrowers or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender Party for the payment of the Guarantor Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer Borrowers or any other Guarantor guarantor in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee and the Holders Lender Parties by the Issuer Borrowers on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Commitments 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee and the HoldersLender Parties, segregated from other funds of such Guarantorthe Guarantors, and shall, forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Trustee Lender Parties in the exact form received by such Guarantor the Guarantors (duly indorsed by such Guarantor the Guarantors to the TrusteeLender Parties, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as each Lender Party may determine.

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

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderany of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors bythe Lender, no Guarantor none of the Guarantors shall be entitled to be subrogated to any of the rights rightsof the Lender against the Company or any of the Trustee or any Holder against the Issuer or any other Guarantor Guarantors or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor of the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer Company or any other Guarantor of the Guarantors in respect of payments made by such Guarantor Guarantors hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Company on account of the Guarantor Obligations are indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in paidin full, such amount shall be held by such Guarantor Guarantors in trust for the Trustee and the HoldersLender, segregated from other funds of such GuarantorGuarantors, and shall, forthwith upon receipt by such GuarantorGuarantors, be turned over to the Trustee Lender in the exact form received by such Guarantor Guarantors (duly indorsed by such Guarantor Guarantors to the TrusteeLender, if required), to required),to be applied against the Guarantor Obligations, whether matured or unmatured, in suchorder as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full 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 (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. (a) Any and all present and future debts and obligations of each Obligor to the Guarantor, including rights of reimbursement and subrogation, are hereby postponed in favour of and subordinated to the payment in full in cash of all of the Guaranteed Obligations. (b) Notwithstanding any payment or payments made or expenses incurred by each the Guarantor hereunderpursuant to this Guaranty, no the Guarantor shall not be entitled subrogated, in whole or in part, to be subrogated to any of the rights of the Trustee or Beneficiary against any Holder against Obligor under the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by Credit Documents until the Trustee or any Holder for the payment of the Guarantor Obligations, nor Guaranteed Obligations shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are have been paid in full (other than contingent or indemnification obligations not then asserted or due)cash in full. 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 Guarantor Obligations shall not have been paid in fullpreceding sentence, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held by such Guarantor in trust for, the Beneficiary and, in addition, shall forthwith be paid to the Agent for the Trustee account of the Beneficiary to be credited and applied upon the Guaranteed Obligations if then matured or forthwith be repaid to the relevant Obligor if such obligations are then unmatured. The Guarantor hereby agrees that, as between itself on the one hand and the HoldersBeneficiary on the other hand, segregated from the Guaranteed Obligations may be declared to be forthwith due and payable notwithstanding any stay, injunction or other funds of prohibition preventing such Guarantordeclaration as against any Obligors and that, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received event of any such declaration, the Guaranteed Obligations (whether or not then due and payable by such Guarantor (duly indorsed any Obligors) shall forthwith become due and payable by such Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations, whether matured or unmaturedfor purposes of this Guaranty.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Sellers or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Sellers or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Sellers on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Sellers 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunder-------------- hereunder 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 Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee Agent or any Holder Lender for the payment of the Guarantor Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Borrower Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)Fully Satisfied. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Borrower Obligations shall not have been paid in fullFully Satisfied, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Borrower Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each the -------------- Guarantor hereunder, no or any set-off or application of funds of the Guarantor by the Collateral Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Collateral Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Trustee Collateral Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee Collateral Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in fullfull and any payment made by or collected from the Guarantor in respect of the Obligations is less than the Guarantee Amount applicable at such time, such amount shall be held by such the Guarantor in trust for the Trustee 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 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 Guarantor Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderanything to the contrary in this Agreement, no Guarantor shall be entitled to be subrogated to any of the rights (whether contractual, under the Bankruptcy Code, including Section 509 thereof, under common law or otherwise) of the Trustee or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, Obligations nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor Person in respect of payments made by such Guarantor hereunder, hereunder until all amounts owing to the Trustee Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full, the Commitments are terminated and no Letter of Credit remains outstanding. If any amount shall be paid by to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, the Commitments shall not have been terminated or a Letter of Credit remains outstanding, such amount shall be held by such Guarantor in trust for the Trustee and the Holderstrust, 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 Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine. The provisions of this paragraph shall survive the termination of this Guarantee and the payment in full of the Obligations, the termination of the Commitments and the cancellation, revocation or termination of all outstanding Letters of Credit.

No Subrogation. Notwithstanding any payment or payments made by each a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder holder of the Notes against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder holder of the Notes for the payment of the Guarantor Obligations, Obligations nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders holders of the Notes by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Subsidiary Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderthe Guarantors hereunder or any set-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 or any Holder Lender against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Guaranteed Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, the Guarantors hereunder until all amounts owing to the Trustee and the Holders Lenders by the Issuer Borrower on account of the Guarantor Guaranteed Obligations are paid in full (other than contingent and this Loan Agreement shall have expired or indemnification obligations not then asserted or due)been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Guaranteed Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderhereunder or any set-off or application of funds of Guarantor by Lenders, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Lenders against the Issuer or any other Guarantor Borrower, guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee or any Holder Lenders for the payment of the Guarantor Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Secured Obligations are paid Paid in full (other than contingent or indemnification obligations not then asserted or due)Full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the Trustee and the HoldersLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Lenders in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeLenders, if required), to be applied against the Guarantor 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 each Guarantor the Pledgor hereunder, no Guarantor or any setoff or application of funds of the Pledgor by the Agent or any Lender, or the receipt of any amounts by the Agent or any Lender with respect to any of the Collateral, the Pledgor shall not be entitled to be subrogated to any of the rights of the Trustee Agent or any Holder Lender against the Issuer Borrower or the other Guarantors or against any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to the Pledgor seek any contribution or reimbursement from the Issuer Borrower or any the other Guarantor Guarantors in respect of payments made by such Guarantor hereunderthe Pledgor in connection with the Collateral, or amounts realized by the Agent or any Lender in connection with the Collateral, until all amounts owing to the Trustee Agent and the Holders by the Issuer Lenders on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Commitments are terminated. If any amount shall be paid to any Guarantor the Pledgor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Pledgor in trust for the Trustee and the HoldersAgent, segregated from other funds of such Guarantorthe Pledgor, and shall, forthwith upon receipt by such Guarantorthe Pledgor, be turned over to the Trustee Agent in the exact form received by such Guarantor the Pledgor (duly indorsed by such Guarantor the Pledgor to the TrusteeAgent, if required), ) to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as set forth in the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer either Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer either Borrower or any other Guarantor guarantor in respect of payments made by such any Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrowers on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, pursuant to Section 8(b) of the Security Agreement.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderany of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by any Lender, (a) no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, Obligations nor (b) shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Trustee Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Administrative Agent or any Holder Lender against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to of the Trustee Obligations are Paid in Full, no Letter of Credit shall be outstanding and the Holders by the Issuer on account of the Guarantor Obligations Commitments are paid in full (other than contingent or indemnification obligations not then asserted or due)terminated. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid Paid in fullFull, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Guaranteed Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Lender against the Issuer or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Secured Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer 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 and the Holders by the Issuer Lender on account of the Guarantor Secured Obligations are indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Secured Obligations shall not have been indefeasibly paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Secured Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderthe Guarantors hereunder or any set-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 or any Holder Lender against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee Lender or any Holder of its affiliates for the payment of the Guarantor Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments -------------- made by each Guarantor hereunderany Borrower 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 or Agent against any Holder against the Issuer 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 or any Holder Agent for the payment of the Guarantor Obligations, nor shall any Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the Issuer 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 Banks and the Holders Agent by the Issuer Borrowers on account of the Guarantor Obligations are irrevocably paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been irrevocably paid in full, such amount shall be held by such Guarantor that Borrower in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee guaranty or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to the Guarantors seek any contribution reimbursement or reimbursement indemnification from the Issuer or any other Guarantor Borrower in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Credit Commitment 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by any Guaranteed Creditor, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder Guaranteed Creditor against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Guaranteed Creditor for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Guaranteed Creditors by the Issuer Borrower on account of the Guarantor Obligations are irrevocably and indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)in cash. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor 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 and the Holders, segregated from other funds of such GuarantorGuaranteed Creditors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee Subordinated Noteholder Representative in the exact form received by such Guarantor (duly indorsed by such Guarantor to the TrusteeSubordinated Noteholder Representative, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in accordance with Section 10.02(c) of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by each 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 Agent or any Holder Lender against the Issuer any Borrower or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee Agent or any Holder Lender for the payment of the Guarantor Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to of the Trustee Secured Obligations are Paid in Full, no Letter of Credit shall be outstanding and the Holders by the Issuer on account of the Guarantor Obligations Commitments are paid in full (other than contingent or indemnification obligations not then asserted or due)terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Secured Obligations, whether matured or unmatured, in such order as the Agent may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunder, no the Guarantor shall not be entitled to be subrogated any rights of subrogation with respect to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each 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 Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral or other security or guarantee or right of offset held by the Trustee Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such 77 amount shall be held by such Guarantor the Guarantors in trust for the Trustee 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 Guarantor 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 each any Guarantor hereunderhereunder or any set-off or application of funds of any Guarantor by Lender, no Guarantor shall will be entitled to be subrogated to any of the rights of the Trustee or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Secured Obligations, nor shall will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Secured Obligations are indefeasibly paid in full full; provided that any right of contribution or reimbursement against the Borrower or any other Guarantor (including any right under Section 2.2) will be irrevocably and automatically waived in the event the Pledged Equity or other than contingent equity securities of the Borrower or indemnification obligations not then asserted other Guarantor are sold or dueotherwise transferred or disposed of in connection with the exercise of rights and remedies by Lender (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure). If any amount shall be paid to any Guarantor on account of such any subrogation rights at any time when all of the Guarantor Secured Obligations shall have not have been indefeasibly paid in full, such the amount shall will be held by such the Guarantor in trust for the Trustee and the HoldersLender, segregated from other funds of such the Guarantor, and shallwill, 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 Guarantor Secured Obligations, whether matured or unmaturedin accordance with the provisions of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by each 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 Administrative Agent or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee or right of offset set-off held by the Trustee Administrative Agent or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee Administrative Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in accordance with the Collateral Agency Agreement.

No Subrogation. Notwithstanding any payment or payments made by each any Subsidiary Guarantor hereunder, no Guarantor none of the Subsidiary Guarantors shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor Company or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor of the Subsidiary Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders Holders, as well as the holders of any other Permitted Indebtedness, by the Issuer Company on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor of the Subsidiary Guarantors on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set‑off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Borrower Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Borrower Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderhereunder or any set-off or application of funds of Guarantor by the Guaranteed Parties, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Guaranteed Parties against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee guaranty or right of offset held by the Trustee or any Holder Guaranteed Parties for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Guaranteed Parties by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and benefit of 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 Guarantor Obligations, whether matured or unmatured, in such order as the Guaranteed Parties may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderthe Guarantors hereunder or any set-off or application of funds of the Guarantors by the Buyer or any of its Affiliates, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer either Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any Guarantor the Guarantors seek or be entitled to seek any contribution or reimbursement from the Issuer either Seller or any other Guarantor guarantor in respect of payments made by such Guarantor the Guarantors hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Sellers on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Master Repurchase Agreement is 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Guarantors in trust for the Trustee and the HoldersBuyer, segregated from other funds of such each Guarantor, and shall, forthwith upon receipt by such Guarantorthe Guarantors, be turned over to the Trustee Buyer in the exact form received by such Guarantor the Guarantors (duly indorsed by such the related Guarantor to the TrusteeBuyer, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set‑off or application of funds of the Guarantor by the Lender, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Lender against the Issuer Borrower Parties or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower Parties or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer Lender on account of the Guarantor Secured Obligations are paid in full and the Loan Agreement is terminated. Guarantor hereby subordinates all of its subrogation rights against the other Borrower Parties to the full payment of the Secured Obligations due Lender under the Loan Agreement for a period of ninety-one (other than contingent or indemnification obligations not then asserted or due)91) days following the final payment of the last of all of the Secured 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 Guarantor Secured Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Secured Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each -------------- the Guarantor hereunder, no Guarantor shall be entitled to be subrogated to or any set-off or application of funds of the Guarantor by the Beneficiary, the Guarantor hereby irrevocably waives any claim or other rights of the Trustee that he may now or any Holder hereafter acquire against the Issuer 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 right to take or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement receive from the Issuer 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 and the Holders by the Issuer payment or security on account of the Guarantor Obligations are paid in full (other than contingent such claim, remedy or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in fullpreceding sentence, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Guarantied Obligations, whether matured or unmatured, in such order as the Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Purchaser, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Purchaser against the Issuer Company, its Subsidiaries, or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Purchaser for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Company, its Subsidiaries, or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Purchaser by the Issuer Company, its Subsidiaries on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Purchaser may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 Agent or any Holder Lender against the Issuer other Borrowers or any other Guarantor guarantor or against any collateral security or guarantee or right of offset held by the Trustee Agent or any Holder Lender for the payment of the Guarantor Obligations, Guaranteed Obligations nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer 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 Agent and the Holders by the Issuer Lenders on account of the Guarantor Guaranteed Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor 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 each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by any Guaranteed Creditor, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Guaranteed Creditor against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Guaranteed Creditor for the payment of the Guarantor Borrower Obligations, nor shall any the Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Guaranteed Creditors by the Issuer Borrower on account of the Guarantor Borrower Obligations are irrevocably and indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor 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 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 Guarantor 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 each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or Buyer against any Holder against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer any Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer any Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer Borrowers or any other Guarantor or against any collateral security or guarantee or right of offset setoff held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrowers on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunder, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Beneficiary against the Issuer or any other Guarantor Borrower or any collateral security or guarantee or right of offset held by the Trustee or any Holder Beneficiary for the payment of the Guarantor Obligationsobligations guaranteed hereby, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Beneficiary by the Issuer Borrower on account of the Guarantor Obligations obligations guaranteed hereby are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations such obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligationsobligations guaranteed hereby, whether matured or unmatured, in such order as the Beneficiary may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunder, no or any setoff or 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 Trustee or any Holder Lender against the Issuer Borrower or any other Guarantor or against any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Loan 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 endorsed by such the Guarantor to the TrusteeLender, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full 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 (other than contingent or indemnification obligations not then asserted or due)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 Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount amounts shall be held by such Guarantor in trust for the Trustee 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 Guarantor (duly indorsed by such Guarantor to the TrusteeBuyer, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by RBS or GCFP, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder RBS and GCFP against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee RBS and GCFP or any Holder of their respective Affiliates for the payment of the Guarantor Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders RBS or GCFP by the Issuer Seller on account of the Guarantor Guaranteed Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Guaranteed Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee and the HoldersRBS or GCFP, as applicable, segregated from other funds of such the Guarantor, and shall, forthwith upon receipt by such the Guarantor, be turned over to the Trustee RBS or GCFP, as applicable, in the exact form received by such the Guarantor (duly indorsed by such the Guarantor to the TrusteeRBS or GCFP, as applicable, if required), to be applied against the Guarantor Guaranteed Obligations, whether matured or unmatured, in such order as RBS or GCFP, as applicable, may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee Buyer or any Holder of its affiliates for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set‑off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or Buyer against any Holder against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer any Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer any Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against Sellers 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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunderhereunder or any set-off or application of funds of Guarantor by Buyer, no Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or Buyer against any Holder against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer any Seller or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer each Seller on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)and the Repurchase Agreement is terminated. 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 Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as Buyer may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Purchasers against the Issuer Borrower or any other Guarantor or any collateral security or guarantee Guaranty or right of offset held by the Trustee or any Holder Purchasers for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Purchasers by the Issuer Borrower on account of the Guarantor Obligations are indefeasibly paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Purchasers may determine.

No Subrogation. Notwithstanding any payment or payments made by each 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 or any Holder Lender against the Issuer Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Borrower Obligations, nor shall will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders Lender by the Issuer Borrower on account of the Guarantor Borrower Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Borrower Obligations shall have not have been paid in full, such amount shall will be held by such Guarantor in trust for the Trustee 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 Guarantor Borrower Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer Company or any other Guarantor Subsidiary Guarantor, if any, or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer 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 and the Holders by the Issuer Company on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by any Beneficiary, no the Guarantor shall not be entitled to be subrogated to exercise or enforce any of the subrogation rights of the Trustee or any Holder Beneficiary against the Issuer Shareholder or any other Guarantor Person or any collateral security or guarantee or right of offset held by the Trustee or any Holder Beneficiary for the payment of the Guarantor Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Shareholder or any other Guarantor Person in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Beneficiaries by the Issuer Shareholder on account of the Guarantor Guaranteed Obligations and all amounts owing hereunder are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any the Guarantor on account of such subrogation rights at any time when all of the Guarantor 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 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 Guarantor 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 each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the 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 Guarantor Obligations, whether matured or unmatured.

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by the Buyer, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder Buyer against the Issuer Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Buyer for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Seller or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee and the Holders Buyer by the Issuer Seller on account of the Guarantor Obligations are paid in full 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 (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 Guarantor Obligations, whether matured or unmatured, in such order as the Buyer may determine.

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

No Subrogation. Notwithstanding any payment or payments made by each the Guarantor hereunderhereunder or any set-off or application of funds of the Guarantor by any Lender, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee Agent or any Holder Lender against the Issuer Borrower or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder Lender for the payment of the Guarantor Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer Borrower or any other Guarantor guarantor in respect of payments made by such the Guarantor hereunder, until all amounts owing to the Trustee Agent and the Holders Lenders by the Issuer Borrower on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due)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 Guarantor Obligations shall not have been paid in full, such amount shall be held by such the Guarantor in trust for the Trustee 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 by such the Guarantor to the TrusteeAgent, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Agent and the Lenders may determine.