Common use of No Subrogation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder the Pledgors hereunder, or any set-off setoff or application of funds of any Guarantor the Pledgors by the PurchasersAdministrative Agent, no Guarantor or the receipt of any amounts by the Administrative Agent with respect to any of the Collateral, the Pledgors shall not be entitled to be subrogated to any of the rights of the Purchasers Administrative Agent against the Company any Borrower or any guarantor or against any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers Administrative Agent for the payment of the Obligations, nor shall any Guarantor seek or be entitled to the Pledgors seek any contribution or reimbursement from the Company any Borrower or any other Guarantor guarantor in respect of payments made by such Guarantor hereunderthe Pledgors in connection with the Collateral, or amounts realized by the Administrative Agent in connection with the Collateral, until all amounts owing to the Purchasers by Administrative Agent and the Company Secured Parties on account of the Obligations are indefeasibly paid in fullfull and the Commitments terminated. If any amount shall be paid to any Guarantor the Pledgors on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor the Pledgors in trust for the PurchasersAdministrative Agent, segregated from other funds of such Guarantorthe Pledgors, and shall, forthwith upon receipt by such Guarantorthe Pledgors, be turned over to the Purchasers Administrative Agent in the exact form received by such Guarantor the Pledgors (duly indorsed by such Guarantor to the PurchasersAdministrative Agent, if required), ) to be applied against the Obligations, whether matured or unmatured, in such order as set forth in the Purchasers may determineCredit Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the PurchasersAgent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers against the Company Agent or any other Guarantor Lender against a Loan Party or any collateral security or guarantee or right of offset held by the Purchasers Agent or such Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor a Loan Party in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Purchasers by the Company on account of the Obligations are indefeasibly paid in fullTermination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of prior to the Obligations shall not have been paid in fullTermination Date, such amount shall be held by such Guarantor in trust for the PurchasersAgent or Lender, as applicable, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Agent or such Lender, as applicable, in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersAgent or such Lender, as applicable, if required), to be applied against to the Obligations, whether matured irrespective of the occurrence or unmatured, in such order as the Purchasers may determinecontinuance of any Event of Default.

No Subrogation. Notwithstanding Insofar as Guarantor and the Company are concerned, any payment made hereunder by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Purchasers, no Guarantor shall be entitled deemed a contribution to be subrogated to any the capital of the rights Company, and Guarantor shall have no right of the Purchasers subrogation, contribution, reimbursement, indemnification exoneration and any other remedy which Guarantor may have against the Company or any other Person with respect to this Guaranty or the duties of Guarantor under the other Agreements or applicable law. Guarantor hereby irrevocably agrees, to the fullest extent permitted by law, that it will not exercise (and herein waives) any rights against any Company or any collateral security other Person which it may acquire by way of subrogation, contribution, reimbursement, indemnification or guarantee exoneration under or right with respect to this Guaranty, the other Agreements or applicable law, by any payment made hereunder or otherwise. If the foregoing waivers are adjudicated unenforceable by a court of offset held by the Purchasers for the payment competent jurisdiction, then Guarantor agrees that no liability or obligation of the ObligationsCompany that shall accrue by virtue of any right to subrogation, contribution, indemnity, reimbursement or exoneration shall be paid, nor shall any Guarantor seek such liability or transaction be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunderdeemed owed, until all amounts owing to the Purchasers by the Company on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Purchasers, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Purchasers, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers may determine.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off setoff or application of funds of any Guarantor by the PurchasersLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers Lender against the Company any Borrower or any other Guarantor or any collateral security Collateral or guarantee or right of offset held by the Purchasers Lender for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Purchasers by the Company on account Discharge of the Obligations are indefeasibly paid in fullObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all prior to the Discharge of the Obligations shall not have been paid in fullObligations, such amount shall be held by such Guarantor in trust for the PurchasersLender, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as set forth in Section 6.5 hereof irrespective of the Purchasers may determineoccurrence or the continuance of any Event of Default.

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

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

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

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the PurchasersLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers Lender against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until all amounts owing to the Purchasers by the Company on account Discharge of the Obligations are indefeasibly paid in fullObligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the PurchasersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersLender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as set forth in Section 5.4 hereof irrespective of the Purchasers may determineoccurrence or the continuance of any Event of Default.

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

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

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the PurchasersLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers Lender against the Company Borrowers or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers Lender for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrowers or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers by the Company on account of the Secured Obligations are indefeasibly paid Paid in fullFull. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the PurchasersLender, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be promptly turned over to the Purchasers Lender in the exact form received by such Guarantor (duly indorsed (but without any representation or warranty) by such Guarantor to the PurchasersLender, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as the Purchasers may determine.. #32619088 v1

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Purchasershereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers Trustee and the Holders by the Company on account of the Guarantor Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the PurchasersTrustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersTrustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Purchasers may determine. Section 10.4.

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

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

No Subrogation. Notwithstanding any payment or payments made by any each Guarantor hereunder or any set-off or application of funds of any Guarantor by the Purchasershereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers Trustee and the Holders by the Company on account of the Guarantor Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the PurchasersTrustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersTrustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured, in such order as the Purchasers may determine.. 117

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder or any set-off or application of funds of any a Guarantor by the PurchasersBuyer, no Guarantor shall not be entitled to be subrogated to any of the rights of the Purchasers Buyer against the Company any Seller or any other Guarantor guarantor or any collateral security or guarantee or right of offset held by the Purchasers Buyer for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company any Seller or any other Guarantor guarantor in respect of payments made by such Guarantor hereunder, hereunder until all amounts owing to the Purchasers Buyer by the Company all Sellers on account of the Obligations are indefeasibly paid in full, the Buyer shall have no remaining obligations under this Agreement and this Agreement shall have expired or been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the PurchasersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Buyer in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers Buyer may determine.

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the PurchasersBuyer or any of its Affiliates, no Guarantor shall not be entitled to be subrogated to any of the rights of the Purchasers Buyer against the Company or any other Guarantor Seller or any collateral security or guarantee or right of offset held by the Purchasers Buyer for the payment of the Guaranty Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Seller in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers Buyer by the Company Seller on account of the Guaranty Obligations are indefeasibly paid and satisfied in fullfull and the Repurchase Agreement is terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranty Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for the PurchasersBuyer, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Buyer in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersLEGAL02/40262221v6 Buyer, if required), to be applied against the Guaranty Obligations, whether matured or unmatured, in such order as the Purchasers Buyer may determine.

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

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

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

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder or any set-off or application of funds of any the Guarantor by any Guaranteed Party, the Purchasers, no Guarantor shall not be entitled to be subrogated to any of the rights of the Purchasers any Guaranteed Party against the Company Borrower or any other Guarantor or any collateral Collateral, security or guarantee or right of offset set-off held by the Purchasers any Guaranteed Party for the payment of the Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts and performance owing to the Purchasers each Guaranteed Party by the Company Borrower on account of the Guaranteed Obligations are indefeasibly paid and performed in full. If and to the extent that any amount payment by or on behalf of the Borrower in respect of any of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations as a result of any proceedings in bankruptcy or reorganization or similar proceedings, the obligations of the Guarantor hereunder shall be paid automatically reinstated and the Guarantor agrees that it will reimburse such holders on demand for all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held Guaranteed Parties) incurred by such Guarantor holders in trust for the Purchasers, segregated from other funds of connection with such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Purchasers, if required), to be applied against the Obligations, whether matured rescission or unmatured, in such order as the Purchasers may determinerestoration.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder or any set-off or application of funds of any the Guarantor by any Guaranteed Party, the Purchasers, no Guarantor shall not be entitled to be subrogated to any of the rights of the Purchasers any Guaranteed Party against the Company Borrower or any other Guarantor or any collateral Collateral, security or guarantee or right of offset set-off held by the Purchasers any Guaranteed Party for the payment of the Guaranteed Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor Borrower in respect of payments made by such the Guarantor hereunder, until all amounts and performance owing to the Purchasers each Guaranteed Party by the Company Borrower on account of the Guaranteed Obligations are indefeasibly paid and performed in full. If and to the extent that any amount payment by or on behalf of the Borrower in respect of any of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations as a result of any proceedings in bankruptcy or reorganization or similar proceedings, the obligations of the Guarantor hereunder shall be paid automatically reinstated and the Guarantor agrees that it will reimburse such holders on demand for all reasonable expenses (including, without limitation, all fees and disbursements of counsel to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held Guaranteed Parties) incurred by such Guarantor holders in trust for the Purchasers, segregated from other funds of connection with such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Purchasers, if required), to be applied against the Obligations, whether matured rescission or unmatured, in such order as the Purchasers may determinerestoration.

No Subrogation. Notwithstanding any payment or payments made by any the Guarantor hereunder hereunder, or any set-off or application of funds of any the Guarantor by the PurchasersBank, no the Guarantor shall not be entitled to be subrogated to any of the rights of the Purchasers Bank against the Company Borrower or any other Guarantor or against any collateral security or guarantee guaranty or right of offset held by the Purchasers Bank for the payment of the Obligations, nor shall any the Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower in respect of any payments (or any parts thereof) made by the Guarantor hereunder until the payment in full of all Obligations, the termination of all lending commitments to the Borrower and the surrender of all Letters of Credit for cancellation has occurred. The Guarantor hereby irrevocably, unconditionally and absolutely waives and agrees not to exercise or claim any rights which it may acquire or claim by way of subrogation, contribution, reimbursement or indemnity with respect to any payments made or performance by the Guarantor hereunder or under any other Loan Document or any other Guarantor in respect of payments made by such Guarantor hereunderdocuments, until all amounts owing to the Purchasers by the Company on account instrument or agreement evidencing or securing any of the Obligations are indefeasibly paid until the payment in full. If any amount shall be paid to any Guarantor on account full of such subrogation rights at any time when all Obligations, the termination of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Purchasers, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over all lending commitments to the Purchasers in Borrower and the exact form received by such Guarantor (duly indorsed by such Guarantor to the Purchasers, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers may determinesurrender of all Letters of Credit for cancellation has occurred.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the PurchasersLenders, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers Lenders against the Company Borrower or any other Guarantor or any collateral security or guarantee guaranty or right of offset held by the Purchasers Lenders for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers by the Company on account of the Secured Obligations are indefeasibly paid Paid in fullFull. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been paid Paid in fullFull, such amount shall be held by such Guarantor in trust for the PurchasersLenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Lenders in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersLenders, if requiredrequired by Lenders), to be applied against the Secured Obligations, whether matured or unmatured, in such order as a manner consistent with the Purchasers may determineprovisions of the Facility Agreement.

No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the PurchasersGuarantors hereunder, no Guarantor shall be entitled to be subrogated exercise any rights of subrogation it may have to any of the rights of the Purchasers Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers Trustee or any Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers Trustee and the Holders by the Company on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the PurchasersTrustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such 106 Guarantor, be turned over to the Purchasers Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersTrustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers may determine.

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers by the Company on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Purchasers, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Purchasers, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers may determine.. Exhibit 10.7

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

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

No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the PurchasersHolder, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers Holder against the Company Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers Holder by the Company Borrower on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the PurchasersHolder, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Purchasers Holder in the exact form received by such Guarantor (duly indorsed by such Guarantor to the PurchasersHolder, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers Holder may determine.. Section 2.04