Common use of No Subrogation Clause in Contracts

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder pursuant to this Article 13 or any set-off or application of funds of the Guarantor by the Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Lender against the Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Lender Agent or any of its affiliates Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by such the Guarantor hereunderpursuant to this Article 13, until all amounts owing to the Lender Agent and the Lenders by the Borrower Guarantor on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to 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 the Guarantor in trust for the Lender, segregated from other funds of Agent and the Guarantor, Lenders and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Agent in the exact form received by the Guarantor (duly indorsed endorsed by the Guarantor to the LenderAgent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender may determineaccordance with this Agreement.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off setoff or application of funds of the Guarantor by the any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the any Lender or any of its affiliates for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to 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 the Guarantor in trust for the LenderAdministrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the LenderAdministrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the any Lender or any of its affiliates for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to 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 the Guarantor in trust for the LenderAdministrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the LenderAdministrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender may determineCredit Agreement shall provide.

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor any Borrower hereunder or any set-off setoff or application of funds of the Guarantor any Borrower by the Agent or any Lender, the Guarantor such Borrower shall not be entitled to be subrogated to any of the rights of the Agent or Lender against the any other Borrower or any other guarantor or any collateral security or guarantee guaranty or right of offset held by the Lender Agent or any of its affiliates Lender for the payment of the Obligations, nor shall the Guarantor such Borrower seek or be entitled to seek any contribution or reimbursement from the any other Borrower or any other guarantor in respect of payments made by the Guarantor such Borrower hereunder, until all amounts owing to the Lender Agent and Lenders by the Borrower Borrowers on account of the Obligations are irrevocably paid in full. If any amount shall be paid to the 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 the Guarantor that Borrower in trust for the LenderAgent and Lenders, segregated from other funds of the Guarantorthat Borrower, and shall, forthwith upon receipt by the GuarantorBorrower, be turned over to the Lender Agent in the exact form received by the Guarantor such Borrower (duly indorsed by the Guarantor Borrower to the LenderAgent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender Agent may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds each of the Guarantor by Guarantors, Parent and MidCo hereunder, none of the LenderGuarantors, the Guarantor Parent or MidCo shall not be entitled to be subrogated to any of the rights of the Lender Trustee or any Holder against the Borrower Company or any other guarantor Guarantor, Parent or MidCo or any collateral security or guarantee or right of offset held by the Lender Trustee or any of its affiliates Holder for the payment of the Guaranteed Obligations, nor shall the Guarantor any Guarantor, Parent or MidCo seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any other guarantor Guarantor, Parent or MidCo in respect of payments made by the Guarantor such Guarantor, Parent or MidCo hereunder, until all amounts owing to the Lender Trustee and the Holders by the Borrower Company on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to the Guarantor any Guarantor, Parent or MidCo 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 the Guarantor such Guarantor, Parent or MidCo in trust for the LenderTrustee and the Holders, segregated from other funds of the such Guarantor, Parent or MidCo, and shall, forthwith upon receipt by the such Guarantor, Parent or MidCo, be turned over to the Lender Trustee in the exact form received by the Guarantor such Guarantor, Parent or MidCo (duly indorsed endorsed by the Guarantor such Guarantor, Parent or MidCo to the LenderTrustee, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Lender may determine.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Lender against the Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Lender or any of its affiliates for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, nor claim an amount under any law relating to bankruptcy, winding up or the protection of creditors in relation to the Borrower until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to 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 the such Guarantor in trust for the Lender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Lender in the exact form received by the such Guarantor (duly indorsed endorsed by the such Guarantor to the Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender may determine.

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Lenderhereunder, the Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Secured Parties against the Borrower or any other guarantor Obligors or any collateral security or guarantee or right of offset held by the Lender or any of its affiliates Secured Parties for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor Obligors in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in full. If any amount shall be paid to 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 the Guarantor in trust for the LenderIndenture Trustee, on behalf of the Secured Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Indenture Trustee on behalf of the Secured Parties, in the exact form received by the Guarantor (duly indorsed by the Guarantor to the LenderIndenture Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender Indenture Trustee (as directed in writing by the Noteholders) may determine.

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the Lender, the no Guarantor shall not will be entitled to be subrogated to any of the rights of the Lender against the Borrower or any other guarantor Guarantor or any collateral security or guarantee guaranty or right of offset held by the Lender or any of its affiliates for the payment of the Secured Obligations, nor shall the will any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor Guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Secured Obligations are indefeasibly paid in full; provided that any right of contribution or reimbursement against the Borrower or any other Guarantor (including any right under Section 2.2) will be irrevocably and automatically waived in the event the Pledged Equity or other equity securities of the Borrower or other Guarantor are sold or otherwise transferred or disposed of in connection with the exercise of rights and remedies by Lender (including in connection with a consensual sale, transfer or other disposition in lieu of foreclosure). If any amount shall be paid to the any Guarantor on account of such any subrogation rights at any time when all of the Secured Obligations shall have not have been indefeasibly paid in full, such the amount shall will be held by the Guarantor in trust for the Lender, segregated from other funds of the Guarantor, and shallwill, forthwith upon receipt by the Guarantor, be turned over to the Lender in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Lender, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as accordance with the Lender may determineprovisions of the Credit Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the Administrative Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other guarantor or against any collateral security or guarantee or right of offset set-off held by the Lender Administrative Agent or any of its affiliates Lender for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to 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 the Guarantor in trust for the LenderAdministrative Agent and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Administrative Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the LenderAdministrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as accordance with the Lender may determineCollateral Agency Agreement.

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Guarantors hereunder or any set-off or application of funds of the any Guarantor by the Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender against the either Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Lender or any of its affiliates for the payment of the Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the either Borrower or any other guarantor in respect of payments made by the any Guarantor hereunder, until all amounts owing to the Lender by the Borrower Borrowers on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to the 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 the such Guarantor in trust for the Lender, segregated from other funds of the GuarantorGuarantors, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Lender in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as pursuant to Section 8(b) of the Lender may determineSecurity Agreement.

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Guarantors hereunder or any set-off or application of funds of the any Guarantor by the Lender, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender against the Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Lender or any of its affiliates for the payment of the Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the any Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to the 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 the such Guarantor in trust for the Lender, segregated from other funds of the GuarantorGuarantors, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Lender in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as pursuant to Section 8(b) of the Lender may determineSecurity Agreement.

No Subrogation. Notwithstanding any payment or payments made by the Co-Guarantor hereunder or any set-off or application of funds of the Guarantor by the Lenderhereunder, the Co-Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Secured Parties against the Borrower or any other guarantor Obligors or any collateral security or guarantee or right of offset held by the Lender or any of its affiliates Secured Parties for the payment of the Obligations, nor shall the Co-Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor Obligors in respect of payments made by the Co-Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Obligations are paid in full. If any amount shall be paid to the Co-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 the Co-Guarantor in trust for the LenderIndenture Trustee, on behalf of the Secured Parties, segregated from other funds of the Co-Guarantor, and shall, forthwith upon receipt by the Co-Guarantor, be turned over to the Lender Indenture Trustee on behalf of the Secured Parties, in the exact form received by the Co-Guarantor (duly indorsed by the Co-Guarantor to the LenderIndenture Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender Indenture Trustee (as directed in writing by the Noteholders) may determine.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the LenderBuyer, the Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Buyer against the Borrower any Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Lender or any of its affiliates Buyer for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower any Seller or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender Buyer by the Borrower any Seller on account of the Obligations are paid in fullfull and the Repurchase Agreement is terminated. The Guarantor hereby subordinates all of its subrogation rights against each Seller to the full payment of Obligations due Buyer under the Repurchase Agreement for a period of ninety-one (91) days following the final payment of the last of all of the Obligations under the Program Documents. If any amount shall be paid to 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 the Guarantor in trust for the LenderBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Buyer in the exact form received by the Guarantor (duly indorsed by the Guarantor to the LenderBuyer, if required), to be applied against the Obligations, whether matured or unmatured, Obligations in such order as accordance with the Lender may determineRepurchase Agreement.

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor Guarantors hereunder or any set-off or application of funds of the Guarantor Guarantors by the Lenderany Lender Party, the Guarantor Guarantors shall not be entitled to be subrogated to any of the rights of the Lender Party against the Borrower Borrowers or any other guarantor or any collateral security or guarantee or right of offset held by the any Lender or any of its affiliates Party for the payment of the Obligations, nor shall the Guarantor Guarantors seek or be entitled to seek any contribution or reimbursement from the Borrower Borrowers or any other guarantor in respect of payments made by the Guarantor Guarantors hereunder, until all amounts owing to the Lender Parties by the Borrower Borrowers on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to the Guarantor 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 the Guarantor Guarantors in trust for the LenderLender Parties, segregated from other funds of the GuarantorGuarantors, and shall, forthwith upon receipt by the GuarantorGuarantors, be turned over to the Lender Parties in the exact form received by the Guarantor Guarantors (duly indorsed by the Guarantor Guarantors to the LenderLender Parties, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the each Lender Party may determine.

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

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

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

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Lenderany Lender Party, the Guarantor shall not be entitled to be subrogated to any of the rights of the any Lender Party against the Borrower Affiliate Borrowers or any other guarantor or any collateral security or guarantee or right of offset held by the any Lender or any of its affiliates Party for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Affiliate Borrowers or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender Parties by the Borrower Affiliate Borrowers on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to 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 the Guarantor in trust for the LenderLender Parties, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Parties in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Lendereach Lender Party, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender Parties may determine.

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder hereunder, or any set-off or application of funds of the Guarantor by the LenderBank, the Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Bank against the Borrower or any other guarantor or against any collateral security or guarantee guaranty or right of offset held by the Lender or any of its affiliates Bank for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of any payments (or any parts thereof) made by the Guarantor hereunderhereunder until the payment in full of all Obligations, until the termination of all amounts owing lending commitments to the Lender 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 Borrower on account Guarantor hereunder or under any other Loan Document or any other documents, instrument or agreement evidencing or securing any of the Obligations are paid until the payment in full. If any amount shall be paid full of all Obligations, the termination of all lending commitments to the Guarantor on account Borrower and the surrender of such subrogation rights at any time when all Letters of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust Credit for the Lender, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender may determinecancellation has occurred.

No Subrogation. Notwithstanding any payment or -------------- payments made by the Guarantor hereunder Parent under this Parent Guarantee or any set-off or application of funds of the Guarantor Parent by the any Lender, the Guarantor Parent shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other guarantor or any collateral security or guarantee or right of offset set-off held by the Lender Administrative Agent or any of its affiliates Lender for the payment of the Obligations, nor shall the Guarantor Parent seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor in respect of payments made by the Guarantor Parent hereunder, until all amounts owing to the Lender Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in fullfull and the Commitments are terminated. If any amount shall be paid to the Guarantor Parent 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 the Guarantor Parent in trust for the LenderAdministrative Agent and the Lenders, segregated from other funds of the GuarantorParent, and shall, forthwith upon receipt by the GuarantorParent, be turned over to the Lender Administrative Agent in the exact form received by the Guarantor Parent (duly indorsed by the Guarantor Parent to the LenderAdministrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender Administrative Agent may determine.

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

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

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

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

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

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

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

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

No Subrogation. Notwithstanding any payment or payments made by the any Guarantor hereunder or any set-off or application of funds of the any Guarantor by the LenderAgent or any other Secured Party, the no Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Agent or any other Secured Party against the Borrower or any other guarantor Guarantor or any collateral security or guarantee guaranty or right of offset held by the Lender Agent or any of its affiliates other Secured Party for the payment of the Guaranteed Obligations, nor shall the any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other guarantor Guarantor in respect of payments made by the such Guarantor hereunder, until all amounts owing to the Lender by the Borrower on account of the Guaranteed Obligations are paid Paid in fullFull. If any amount shall be paid to the any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid Paid in fullFull, such amount shall be held by the such Guarantor in trust for Agent and the Lenderother Secured Parties, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to Agent (for the Lender benefit of the Secured Parties) in the exact form received by the such Guarantor (duly indorsed by the such Guarantor to the Lender, if requiredAgent), to be applied against the Guaranteed Obligations, whether matured or unmatured, as set forth in such order as the Lender may determineSection 6.5 hereof.

No Subrogation. Notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the LenderBuyer or any of its Affiliates, the Guarantor shall not be entitled to be subrogated to any of the rights of the Lender Buyer against the Borrower a Seller or any other guarantor or any collateral security or guarantee or right of offset held by the Lender or any of its affiliates Buyer for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower a Seller or any other guarantor in respect of payments made by the Guarantor hereunder, until all amounts owing to the Lender Buyer by the Borrower related Seller on account of the Obligations are paid in fullfull and the Master Repurchase Agreement is terminated. If any amount shall be paid to 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 the Guarantor in trust for the LenderBuyer, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Lender Buyer in the exact form received by the Guarantor (duly indorsed by the Guarantor to the LenderBuyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Lender Buyer may determine.

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