Common use of Subrogation; Subordination Clause in Contracts

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

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

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Obligations are paid in full Final Payout Date, Performance Guarantor: Guarantor (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders Agent or the Insurer any Lender against any Seller or Collection Agent, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) Covered Entity to the claims of Recipient, Administrative Agent and the Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders or the Insurer against any Seller or Collection Agent Covered Entity and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Federal Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Seller or Collection Agent Covered Entity that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (cb) after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, will not claim any setoff, recoupment or counterclaim against any Seller or Collection Agent Covered Entity in respect of any liability of Performance Guarantor to any Seller or Collection Agent such Covered Entity and (dc) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrative Agent or the PurchasersLenders. The cash payment of any amounts due with respect to any indebtedness of any Seller or Collection Agent Covered Entity now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the ObligationsObligations in accordance with the following sentence. Performance Guarantor agrees that, after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor will not demand, ▇▇▇ sue for or otherwise attempt to collect cash payment of any such indebtedness of any Seller or Collection Agent Covered Entity to Performance Guarantor until all of the Obligations shall have been paid and performed in fullFinal Payout Date. If, notwithstanding the foregoing sentence, after the occurrence and during the continuance of any default in the payment or performance of any of the Obligations, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient Administrative Agent (and its assigns) and be paid over to Recipient Administrative Agent (or its assigns) on account of the Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

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

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

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

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

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

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

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

Subrogation; Subordination. Notwithstanding anything to Each of the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Administrative Agent, the Funding Agentsany Group Agent, the Conduit Lenders, the Committed Lenders any Purchaser or the Insurer any Indemnified Party against any Seller or Collection Agentthe Servicer, (b) until the Obligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, until the Obligations have been indefeasibly paid in full, each of the Performance Guarantors hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent, the Funding Agentsany Group Agent, the Conduit Lenders, the Committed Lenders any Purchaser or the Insurer any Indemnified Party against any Seller or Collection Agent the Servicer and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against any Seller or Collection Agent the Servicer that arise arises from the existence or performance of such Seller’s or the Servicer’s Obligations; until the Obligations have been indefeasibly paid in full, neither Performance Guarantor’s obligations hereunder, (c) Guarantor will not claim any setoff, recoupment or counterclaim against any Seller or Collection Agent the Servicer in respect of any liability of such Performance Guarantor to any Seller or Collection Agent the Servicer; and (d) such Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by Recipientthe Agent, the Administrative Agent any Group Agent, any Purchaser or the Purchasersany Indemnified Party. The payment of any amounts due with respect to any indebtedness for borrowed money of any Seller or Collection Agent the Servicer now or hereafter thereafter owed to either of the Performance Guarantor Guarantors is hereby subordinated to the prior payment in full of all of the Obligations. Each of the Performance Guarantor Guarantors agrees that, after the occurrence occurrence, and during the continuation, of any default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, ▇▇▇ for or otherwise attempt to collect any such indebtedness of any Seller or Collection Agent the Servicer to such Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, either of the Performance Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Recipient (the Agent, the Group Agents, the Purchasers and its assigns) the Indemnified Parties and be paid over to Recipient (or its assigns) the Agent on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this UndertakingGuaranty. The provisions of this Section 7 8 shall be supplemental to and not in derogation of any rights and remedies of Recipient the Agent, the Group Agents, the Purchasers or the Indemnified Parties under any separate subordination agreement which Recipient the Agent, the Group Agents, the Purchasers or the Indemnified Parties may at any time and from time to time enter into with either of the Performance GuarantorGuarantors.

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

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

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

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

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

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

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

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

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

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full (other than contingent obligations for which no claim has been asserted) or performed in full, Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Administrative Agent, the Funding AgentsCompany, the Conduit Lenders, the Committed Lenders any Purchaser Agent or the Insurer any Purchaser against any Seller or Collection AgentSpecified Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent, the Funding AgentsCompany, the Conduit Lenders, the Committed Lenders or the Insurer each Purchaser Agent and each Purchaser against any Seller or Collection Agent Specified Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Seller or Collection Agent Specified Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Seller or Collection Agent Specified Originator in respect of any liability of Performance Guarantor to any Seller or Collection Agent such Specified Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by RecipientAdministrative Agent, the Administrative Company, any Purchaser Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of any Seller or Collection Agent Specified Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the ObligationsGuaranteed Obligations (other than contingent obligations for which no claim has been asserted). Performance Guarantor agrees that, after the occurrence of and during the continuance of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, ▇▇▇ for or otherwise attempt to collect any such indebtedness of any Seller or Collection Agent Specified Originator to Performance Guarantor until all of the Guaranteed Obligations (other than contingent obligations for which no claim has been asserted) shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) Administrative Agent and be paid over to Recipient (or its assigns) Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance GuarantorGuaranty.

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

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

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

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

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

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

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

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

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

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