Common use of Rights of Subrogation Clause in Contracts

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Xxxxxx Commercial Paper Inc., at as Agent for the Lenders, the Lenders, the Senior Creditors or their Representatives pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the SupplierAgent, only in accordance with the Beneficiary’s written instructions Lenders, the Senior Creditors and shall hold the Representatives to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be indemnified by the Supplier; claim any contribution from any other guarantor a payment to or on account of the Supplier’s obligations under Affiliate Subordinated Debt. The provisions of this Agreement are and are intended solely for the Guaranteed Agreement; take purpose of defining the benefit (in whole or in part and whether by way of subrogation or otherwise) of any relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders, the Agent for the benefit of the Lenders, the Senior Creditors and the Representatives, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders and the Senior Creditors, nor shall anything herein prevent the Subordinated Creditor from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders, the Agent, for the benefit of the Lenders, the Senior Creditors and the Representatives in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any Each of the Guaranteed Obligations by First Lien Notes Agent, on behalf of itself, the Supplier and/or First Lien Notes Secured Parties, and the Future Notes Indebtedness Secured Parties, agrees that no payment to the ABL Agent or any default by ABL Secured Party pursuant to the Guarantor in provisions of this Agreement shall entitle the performance of First Lien Notes Agent, any of its obligations under this Deed of GuaranteeFirst Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party to exercise any rights it may have: of subrogation in respect thereof until the Discharge of ABL Obligations shall have occurred. Following the Discharge of ABL Obligations, the ABL Agent agrees to execute such documents, agreements, and indemnity; instruments as the First Lien Notes Agent, any First Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party may reasonably request to take evidence the benefit of, share in or enforce transfer by subrogation to any security or other guarantee or indemnity for the Supplier’s obligations; and to prove such Person of an interest in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same ABL Obligations resulting from payments to the Beneficiary on first demandABL Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Agent are paid by the Credit Parties or such Person upon request for payment thereof. The Guarantor hereby acknowledges ABL Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it has not taken no payment to the First Lien Notes Agent, any security from First Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party pursuant to the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach provisions of this Clause on trust for Agreement shall entitle the Beneficiary. Until all amounts which may be ABL Agent or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: any ABL Secured Party to exercise any rights it of subrogation in respect thereof until the Discharge of First Lien Notes Obligations shall have occurred. Following the Discharge of First Lien Notes Obligations, the First Lien Notes Agent agrees to execute such documents, agreements, and instruments as the ABL Agent or any ABL Secured Party may have reasonably request to be indemnified evidence the transfer by subrogation to any such Person of an interest in the First Lien Notes Obligations resulting from payments to the First Lien Notes Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly First Lien Notes Agent are paid by the Guarantor therefrom shall be held on trust Credit Parties or such Person upon request for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteepayment thereof.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom there from shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Credit Suisse First Boston, at as Agent for the Lenders, the Lenders, the Senior Creditors or the Representatives pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the SupplierAgent, only in accordance with the Beneficiary’s written instructions Lenders, the Senior Creditors and shall hold the Representatives to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be indemnified by the Supplier; claim any contribution from any other guarantor a payment to or on account of the Supplier’s obligations under Affiliate Subordinated Debt. The provisions of this Agreement are and are intended solely for the Guaranteed Agreement; take purpose of defining the benefit (in whole or in part and whether by way of subrogation or otherwise) of any relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders, the Agent for the benefit of the Lenders, the Senior Creditors and the Representatives, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders and the Senior Creditors, nor shall anything herein prevent the Subordinated Creditor from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders, the Agent, for the benefit of the Lenders, the Senior Creditors and the Representatives in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Citibank, at as Agent for the Lenders, the Lenders, the Senior Creditors or the Representatives pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the SupplierAgent, only in accordance with the Beneficiary’s written instructions Lenders, the Senior Creditors and shall hold the Representatives to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be indemnified a payment by the Supplier; claim any contribution from any other guarantor Borrower to or on account of the Supplier’s obligations under Obligations, and no payments or distributions to the Guaranteed Agreement; take Subordinated Creditor of assets by virtue of the benefit (in whole subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders and the Senior Creditors, and the Subordinated Creditor, be deemed to be a payment to or in part on account of the Affiliate Subordinated Debt. The provisions of this Agreement are and whether by way are intended solely for the purpose of subrogation or otherwise) of any defining the relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders, the Agent for the benefit of the Lenders, the Senior Creditors and the Representatives, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders and the Senior Creditors, nor shall anything herein prevent the Subordinated Creditor from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders, the Agent for the benefit of the Lenders, the Senior Creditor and the Representatives in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s Suppliers obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s Suppliers obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off setoff or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The (a) Guarantor shallexpressly agrees that any and all rights at Law or in equity to which Guarantor now has or may hereafter acquire to proceed against: (i) Borrower, at its Affiliates and their respective successors and assigns (INCLUDING any time when there surety); or (ii) any other Person which is any default in the performance now or may hereafter be, directly or indirectly, a creditor of or surety for Borrower or its Affiliates; arising out of any claim of subrogation to the rights of the Guaranteed Obligations Beneficiaries by reason of a payment made hereunder, or under the Supplier and/or rights of reimbursement, exoneration, contribution, setoff or to any default by other rights which accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against any such Person in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in connection with or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party, are expressly subordinate and junior to the exercise rights of the Beneficiaries under the Loan Documents, in the same manner and to the same extent as set forth in the Subordination Agreement. (b) Guarantor agrees that it shall not assert any such rights against Borrower, its Affiliates or their successors and assigns or any other Person, either directly or as an attempted setoff to any action commenced against Guarantor by any such Person, unless and until the Obligations are fully, finally and indefeasibly paid in Cash (or otherwise permitted by the Subordination Agreement). By executing this Guaranty in the space provided below, the Administrative Agent agrees on trust for behalf of the Beneficiary other Beneficiaries that, upon such payment and pay the same to the Beneficiary extent that the Guarantor has made any payment hereunder on first demand. The account of the Obligations, the Administrative Agent shall execute such instruments as shall be required to assign of record, without recourse representation or warranty of any kind and at the sole expense of Guarantor, the rights of the Creditors under the Loan Documents to the Guarantor, PROVIDED that the Guarantor shall provide indemnifications to the Creditors reasonably acceptable to the Administrative Agent in connection with such assignments. (c) Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees that this subordination is intended to benefit Borrower, its Affiliates and the Beneficiaries and shall not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be limit or become payable by the Supplier otherwise affect Guarantor's liability hereunder, under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant toLoan Document to which Guarantor is a party, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received enforceability hereof and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteethereof.

Rights of Subrogation. The Guarantor shallEach Subordinated Creditor agrees that no payment or distribution to the Administrative Agent or the Secured Parties pursuant to the provisions of this Agreement shall entitle such Subordinated Creditor to exercise any right of subrogation in respect thereof until the Obligations shall have been paid in full (other than contingent indemnification, at expense reimbursement, tax gross up or yield protection obligations as to which no claim has been asserted and obligations and liabilities under Hedging Agreements or Cash Management Arrangements as to which arrangements satisfactory to the applicable counterparty shall have been made). Upon the payment in full of all Obligations (other than contingent indemnification, expense reimbursement, tax gross-up or yield protection obligations as to which no claim has been asserted and obligations and liabilities under Hedging Agreements or Cash Management Arrangements as to which arrangements satisfactory to the applicable counterparty shall have been made), each Subordinated Creditor shall be entitled to exercise in full any time when there is any default in rights of subrogation it may possess with respect to the performance of any rights of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; Secured Parties to take the benefit of, share in receive payments or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance distributions with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same respect to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may Subordinated Debt shall be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; . If the Guarantor receives any payment or other benefit or exercises distribution to which any set off or counterclaim or Subordinated Creditor would otherwise acts in breach have been entitled but for the provisions of this Clause 8Agreement shall have been applied pursuant to the provisions hereof to the payment of Obligations, anything so such Subordinated Creditor shall be entitled to receive from the Secured Parties any payments or distributions received and any benefit derived directly or indirectly by the Guarantor therefrom Secured Parties in excess of the amount sufficient to pay in full all Obligations (other than contingent indemnification, expense reimbursement, tax gross-up and yield protection obligations as to which no claim has been asserted and obligations and liabilities under Hedging Agreements and Cash Management Arrangements as to which arrangements satisfactory to the applicable counterparty shall be held on trust have been made). If any such excess payment is made to the Secured Parties, the Secured Parties shall promptly remit such excess to such Subordinated Creditor and until so remitted shall hold such excess payment for the Beneficiary and applied in or towards discharge benefit of its obligations to the Beneficiary under this Deed of Guaranteesuch Subordinated Creditor.

Rights of Subrogation. 6.1 The Guarantor shall, at shall not (so long as the Contractor has any time when there is any default in the performance of any of actual or contingent obligations pursuant to the Guaranteed Obligations Services Agreement) by the Supplier and/or any default reason of performance by the Guarantor in the performance of any of its obligations under this Deed Guarantee or by any other means or on any ground: 6.1.1 claim or recover by the institution of Guarantee, exercise proceedings or the threat of proceedings or otherwise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security sum from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be Contractor or become payable by the Supplier under its liquidator or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of set-off or counterclaim against the Supplier’s obligations under the Guaranteed Agreement; Contractor; 6.1.2 take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary Authority under the Guaranteed Services Agreement or otherwise; or 6.1.3 prove in competition with the Authority in respect of any other guarantee payment by the Guarantor hereunder or security taken pursuant tootherwise or be entitled in competition with the Authority to claim, or have the benefit of, any set-off, counterclaim or proof against or dividend, composition or payment by the Contractor, or any security which the Authority holds or may hold for any money or liabilities due or incurred by the Contractor to the Authority and in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If case the Guarantor receives any sums from the Contractor in respect of any payment of the Guarantor under this Guarantee, the Guarantor shall hold such monies on trust for the Authority and shall immediately transfer or other benefit pay such monies to the Authority so long as any sums are payable (contingently or exercises otherwise) under this Guarantee. 6.2 The Guarantor hereby acknowledges that it has not taken any set off or counterclaim or otherwise acts specific security from the Contractor in respect of this Guarantee and agrees not to do so until the Authority receives all moneys payable hereunder and shall not enforce any security taken in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by 6 until the Guarantor therefrom shall be held on trust for claims of the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary Authority under this Deed of GuaranteeGuarantee have been satisfied in full.

Rights of Subrogation. The Guarantor shallSubordinated Creditor hereby unconditionally and irrevocably agrees that no payment or distribution to the Administrative Agent, on behalf of itself or any of the other Senior Creditors, pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any right of subrogation in respect thereof, nor shall the Subordinated Creditor have any right of reimbursement, restitution, exoneration, contribution or indemnification whatsoever from any property or assets of the Borrower, any of the other Loan Parties or any of the other guarantors, sureties or providers of collateral security for the Senior Obligations, or any right to participate in any claim or remedy of the Administrative Agent or any of the other Senior Creditors against the Borrower or any of the collateral for the Senior Obligations, 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 the Borrower, directly or indirectly, in cash or other property and assets or by set off or in any other manner, payment or security on account of such claim, remedy or right), until the Subordination Termination Date. If any amount shall be paid to the Subordinated Creditor in violation of the immediately preceding sentence at any time when there is any default prior to the Subordination Termination Date, such amount shall be held in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary benefit of the Administrative Agent and pay the other Senior Creditors, shall be segregated from all other property and funds of the Subordinated Creditor and shall forthwith be paid to the Administrative Agent for the account of the Senior Creditors in the same form as so received (with any necessary indorsement) for the account of the Senior Creditors (or the successors thereto) for application (in the case of cash) to, or as collateral (in the case of noncash property or securities) for, the payment or prepayment of the Senior Obligations owed to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so applicable Senior Creditors until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement such Senior Obligations shall have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shall(a) If any Domestic Obligor makes a payment in respect of Section 14.2, at any time when there is any default in it shall be subrogated to the performance of any rights, if any, of the Guaranteed Obligations by Lenders and Issuer and other payees against the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; other Loan Parties with respect to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions such payment and shall hold have the rights of contribution set forth below against the other Loan Parties; provided, however, that such Domestic Obligor shall not enforce its rights to any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether payment by way of subrogation or otherwise) by exercising its right of any rights contribution until all the Obligations owing hereunder shall have been finally paid in full and may not under applicable insolvency laws be required to be repaid, and all Commitments of the Beneficiary Lenders and all obligations of the Issuer to issue Letters of Credit hereunder have been terminated. Subject to all of the Obligations hereunder having been finally paid in full and not subject to required repayment under applicable insolvency laws and all Commitments of the Guaranteed Agreement or Lenders hereunder and all obligations of any the Issuer to issue Letters of Credit hereunder having terminated, each Domestic Obligor shall make, and agrees with each of the other guarantee or security taken Domestic Obligors (and the successors and assigns of such Obligors) to make, payments in respect of the Obligations of such Loan Parties to which such other Domestic Obligors are subrogated by reason of making payment pursuant toto Section 14.2, or contribution payments to which such other Domestic Obligors are entitled, such that, taking into account all such payments on account of subrogation or contribution rights: (i) Each Domestic Obligor shall have paid to the other Domestic Obligors on account of such subrogation and contribution rights (A) all Obligations the benefit of which has been received by such Domestic Obligor or which relate to Obligations the benefit of which has been received by such Domestic Obligor or (B) if the aggregate of all such payments by all Domestic Obligors to all other Domestic Obligors would exceed the outstanding Obligations, such Domestic Obligor’s pro rata share of the outstanding Obligations , in connection withaccordance with the amount of the benefit received by such Domestic Obligor as described under subsection (A) hereinabove; and (ii) If there remain Obligations unpaid after application of the payments referred to above, the Guaranteed Agreement; demand or accept repayment deficiency shall be shared among the Domestic Obligors pro rata in whole or in part of any indebtedness now or hereafter due from proportion to their respective net worth on the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach Closing Date of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of GuaranteeAgreement.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off set-off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shall(a) If any Obligor makes a payment in respect of Section 14.2, at any time when there is any default in it shall be subrogated to the performance of any rights, if any, of the Guaranteed Obligations by Lenders and Issuer and other payees against the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; other Loan Parties with respect to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions such payment and shall hold have the rights of contribution set forth below against the other Loan Parties; provided, however, that such Obligor shall not enforce its rights to any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether payment by way of subrogation or otherwise) by exercising its right of any rights contribution until all the Obligations owing hereunder shall have been finally paid in full and may not under applicable insolvency laws be required to be repaid, and all Commitments of the Beneficiary Lenders and all obligations of the Issuer to issue Letters of Credit hereunder have been terminated. Subject to all of the Obligations hereunder having been finally paid in full and not subject to required repayment under applicable insolvency laws and all Commitments of the Guaranteed Agreement or Lenders hereunder and all obligations of any the Issuer to issue Letters of Credit hereunder having terminated, each Obligor shall make, and agrees with each of the other guarantee or security taken Obligors (and the successors and assigns of such Obligors) to make, payments in respect of the Obligations of such Loan Parties to which such other Obligors are subrogated by reason of making payment pursuant toto Section 14.2, or contribution payments to which such other Obligors are entitled, such that, taking into account all such payments on account of subrogation or contribution rights: (i) Each Obligor shall have paid to the other Obligors on account of such subrogation and contribution rights (A) all Obligations the benefit of which has been received by such Obligor or which relate to Obligations the benefit of which has been received by such Obligor or (B) if the aggregate of all such payments by all Obligors to all other Obligors would exceed the outstanding Obligations, such Obligor’s pro rata share of the outstanding Obligations , in connection withaccordance with the amount of the benefit received by such Obligor as described under subsection (A) hereinabove; and (ii) If there remain Obligations unpaid after application of the payments referred to above, the Guaranteed Agreement; demand or accept repayment deficiency shall be shared among the Obligors pro rata in whole or in part of any indebtedness now or hereafter due from proportion to their respective net worth on the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach Closing Date of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of GuaranteeAgreement.

Rights of Subrogation. The Guarantor shallSubordinated Creditor agrees that no payment or distribution to Citibank, at N.A., as Agent for the Lenders, or to the Lenders, pursuant to the provisions of this Agreement shall entitle the Subordinated Creditor to exercise any time when there is any default right of subrogation in respect thereof until the performance of any Obligations shall have been paid in full. From and after the payment in full of the Guaranteed Obligations by Obligations, the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any Subordinated Creditor shall be subrogated to all rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with Agent and the Beneficiary’s written instructions and shall hold Lenders to receive any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same further payments or distributions applicable to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from Obligations until the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement Affiliate Subordinated Debt shall have been irrevocably paid in full, in addition to all other rights of subrogation that the Guarantor agrees thatSubordinated Creditor may have. For purposes of any such subrogation, without no payments or distributions on the prior written consent Obligations pursuant to this Agreement shall, as between the Borrower, its creditors other than the Lenders, and the Subordinated Creditor, be deemed to be a payment by the Borrower to or on account of the BeneficiaryObligations, it will not: exercise any rights it may have and no payments or distributions to the Subordinated Creditor of assets by virtue of the subrogation herein provided for shall, as between the Borrower, its creditors other than the Lenders, and the Subordinated Creditor, be deemed to be indemnified by the Supplier; claim any contribution from any other guarantor a payment to or on account of the Supplier’s obligations under Affiliate Subordinated Debt. The provisions of this Agreement are and are intended solely for the Guaranteed Agreement; take purpose of defining the benefit (in whole or in part and whether by way of subrogation or otherwise) of any relative rights of the Beneficiary Subordinated Creditor, on the one hand, and the Lenders and the Agent for the benefit of the Lenders, on the other hand, and nothing contained in this Agreement is intended to or shall impair the obligation of the Borrower, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on the Affiliate Subordinated Debt as and when the same shall become due and payable in accordance with its terms, or, except as provided in Section 10 below, to affect the relative rights of the Subordinated Creditor and the creditors of the Borrower other than the Lenders, nor shall anything herein prevent the Subordinated Creditors from exercising all remedies otherwise permitted by applicable law upon default under the Guaranteed Agreement Affiliate Subordinated Debt, subject to the rights, if any, under this Agreement, of the Lenders and the Agent, for the benefit of the Lenders, in respect of cash, property or securities of the Borrower otherwise payable or delivered to the Subordinated Creditor upon the exercise of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guaranteesuch remedy.

Rights of Subrogation. The Guarantor shallSubordinated Transaction Party hereby unconditionally and irrevocably agrees that no payment or distribution to the Senior Transaction Party pursuant to the provisions of this Agreement shall entitle the Subordinated Transaction Party to exercise any right of subrogation in respect thereof, nor shall the Subordinated Transaction Party have any right of reimbursement, restitution, exoneration, contribution or indemnification whatsoever from any property or assets of CRIIMI, the Sellers or any of their Subsidiaries or Affiliates or any of the other guarantors, sureties or providers of security for any or all the Senior Obligations, or any right to participate in any claim or remedy of the Senior Transaction Party against CRIIMI, Sellers or any of their Subsidiaries or Affiliates or any of the guarantees of or the collateral for the Senior Obligations, 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 CRIIMI, the Sellers or any of their Subsidiaries or Affiliates, directly or indirectly, in cash or other property and assets or by set-off or in any other manner, payment or security on account of such claim, remedy or right), until all of the Senior Obligations have been paid in full. If any amount shall be paid to the Subordinated Transaction Party in violation of the immediately preceding sentence at any time when there is any default prior to the Payment in the performance Full of any all of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor Senior Obligations, such amount shall be held in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary benefit of the Senior Transaction Party, shall be segregated from all other property and pay funds of or held by the Subordinated Transaction Party and shall forthwith be paid to the Senior Transaction Party in the same form as so received (with any necessary endorsement or assignment) for application to the Beneficiary payment, or prepayment of the Senior Obligations owed to the Senior Transaction Party until the Payment in Full of the Senior Obligations. If (A) the Subordinated Transaction Party (in its capacity as such) shall pay over to the Senior Transaction Party for payment on first demandaccount of all or any part of the Senior Obligations, any amount which such Subordinated Transaction Party would otherwise be entitled to retain and (B) there has occurred a Payment in Full of all of the Senior Obligations, the Senior Transaction Party will, at the request and expense of the Subordinated Transaction Party, execute and deliver to the Subordinated Transaction Party appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to such Subordinated Transaction Party of an interest in the Senior Obligations resulting from such payment by such Subordinated Transaction Party. The Guarantor hereby acknowledges that it has not taken any security from agreements and obligations of the Supplier parties hereto set forth above in this Section 6 shall survive the payment of all of the Senior Obligations and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach the termination of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. The Guarantor shall(a) If any Domestic Obligor makes a payment in respect of Section 14.2, at any time when there is any default in it shall be subrogated to the performance of any rights, if any, of the Guaranteed Obligations by Lenders and Issuer and other payees against the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; other Loan Parties with respect to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions such payment and shall hold have the rights of contribution set forth below against the other Loan Parties; provided, however, that such Domestic Obligor shall not enforce its rights to any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether payment by way of subrogation or otherwise) by exercising its right of any rights contribution until all the Obligations owing hereunder shall have been finally paid in full and may not under applicable insolvency laws be required to be repaid, and all Commitments of the Beneficiary Lenders and all obligations of the Issuer to issue Letters of Credit hereunder have been terminated. Subject to all of the Obligations hereunder having been finally paid in full and not subject to required repayment under applicable insolvency laws and all Commitments of the Guaranteed Agreement or Lenders hereunder and all obligations of any the Issuer to issue Letters of Credit hereunder having terminated, each Domestic Obligor shall make, and agrees with each of the other guarantee or security taken Domestic Obligors (and the successors and assigns of such Domestic Obligors) to make, payments in respect of the Obligations of such Loan Parties to which such other Domestic Obligors are subrogated by reason of making payment pursuant toto Section 14.2, or contribution payments to which such other Domestic Obligors are entitled, such that, taking into account all such payments on account of subrogation or contribution rights: (i) Each Domestic Obligor shall have paid to the other Domestic Obligors on account of such subrogation and contribution rights (A) all Obligations the benefit of which has been received by such Domestic Obligor or which relate to Obligations the benefit of which has been received by such Domestic Obligor or (B) if the aggregate of all such payments by all Domestic Obligors to all other Domestic Obligors would exceed the outstanding Obligations, such Domestic Obligor’s pro rata share of the outstanding Obligations , in connection withaccordance with the amount of the benefit received by such Domestic Obligor as described under subsection (A) hereinabove; and (ii) If there remain Obligations unpaid after application of the payments referred to above, the Guaranteed Agreement; demand or accept repayment deficiency shall be shared among the Domestic Obligors pro rata in whole or in part of any indebtedness now or hereafter due from proportion to their respective net worth on the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach Closing Date of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of GuaranteeAgreement.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the BeneficiaryAuthority’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demanddemand by the Authority. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the BeneficiaryAuthority, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off set-off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.

Rights of Subrogation. 7.1 The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier Service Provider and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: : 7.1.1 of subrogation and indemnity; ; 7.1.2 to take the benefit of, share in or enforce any security or other guarantee or indemnity for the SupplierService Provider’s obligations; and and 7.1.3 to prove in the liquidation or insolvency of the SupplierService Provider, only in accordance with after obtaining the Beneficiary’s Beneficiaries’ written instructions consent and shall hold any amount recovered as a result of the exercise of such rights up to such amount as the Beneficiaries determines in its sole discretion represents the amount of the Guarantor’s liabilities under this Deed of Guarantee (the “Guarantee Estimate Amount”) on trust for the Beneficiary Beneficiaries and pay the same to the Beneficiary Beneficiaries on first demand. The Guarantor may retain for its own account or otherwise deal with any such amounts recovered in excess of the Guarantee Estimate Amount as the Guarantor may determine in its sole discretion. The Guarantor hereby acknowledges confirms that it has not taken any security from the Supplier Service Provider (other than cross-indemnities or other security taken in the ordinary course of its financial arrangements with members of the Guarantor Group and that is unrelated to this Deed of Guarantee) and agrees not to do so take any further security (other than security taken in the ordinary course of its financial arrangements with members of the Guarantor Group and that is unrelated to this Deed of Guarantee) until Beneficiary the Beneficiaries receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of GuaranteeBeneficiaries.

Rights of Subrogation. The (a) Any right of subrogation of the Guarantor shallshall be enforceable solely after the Discharge of the Secured Obligations and solely against the Borrower, and not against the Secured Parties, and neither the Administrative Agent nor any other Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Secured Obligations for any purpose related to any such right of subrogation. If subrogation is demanded by the Guarantor, then, after the Discharge of the Secured Obligations, the Administrative Agent shall deliver to the Guarantor, or to a representative of the Guarantor, an instrument satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever collateral securing or purporting to secure any of the Secured Obligations that may then exist that was not previously released or disposed of or acquired by the Administrative Agent. (b) All rights and claims arising under this Section 10.04 or based upon or relating to any other right of indemnification or subrogation that may at any time when there arise or exist in favor of the Guarantor as to any payment on account of either (x) the Secured Obligations or (y) any other obligation that is secured by any default in the performance of collateral that also secures or purports to secure any of the Guaranteed Secured Obligations, in each case made by it or received or collected from its property, shall be fully subordinated to the Secured Obligations in all respects prior to the Discharge of the Secured Obligations. Until Discharge of the Secured Obligations, the Guarantor may not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to the Guarantor in any bankruptcy case, receivership, or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Supplier and/or person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any default such payment or distribution is received by the Guarantor, it shall be held by the Guarantor in the performance trust, as trustee of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on an express trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent benefit of the BeneficiarySecured Parties, it will not: exercise any rights it may have to and shall forthwith be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part transferred and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly delivered by the Guarantor therefrom shall be held on trust to the Administrative Agent, in the exact form received and, if necessary, duly endorsed. (c) The obligations of the Guarantor under this Agreement and the other Loan Documents, including its liability for the Beneficiary Secured Obligations and applied in the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or towards discharge sufficiency of its obligations to the Beneficiary any right of subrogation arising under this Deed Section 10.04 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of Guaranteeany such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against the Guarantor or its property. The Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Rights of Subrogation. The Guarantor shallEach of the Subordinated Creditors --------------------- hereby unconditionally and irrevocably agrees that no payment or distribution to the Senior Representative, on behalf of itself or any of the other Senior Creditors, pursuant to the provisions of this Agreement shall entitle the Subordinated Creditors to exercise any right of subrogation in respect thereof, nor shall the Subordinated Creditors have any right of reimbursement, restitution, exoneration, contribution or indemnification whatsoever from any property or assets of the Borrower, any of the other Loan Parties or any of the other guarantors, sureties or providers of collateral security for the Senior Obligations, or any right to participate in any claim or remedy of the Senior Representative or any of the other Senior Creditors against the Borrower or any of the collateral for the Senior Obligations, 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 the Borrower, directly or indirectly, in cash or other property and assets or by setoff or in any other manner, payment or security on account of such claim, remedy or right), until the Subordination Termination Date. If any amount shall be paid to the Subordinated Creditors in violation of the immediately preceding sentence at any time when there is any default prior to the Subordination Termination Date, such amount shall be held in the performance of any of the Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary benefit of the Senior Representative and pay the other Senior Creditors, shall be segregated from all other property and funds of the Subordinated Creditors and shall forthwith be paid to the Senior Representative for the account of the Senior Creditors in the same form as so received (with any necessary indorsement) for the account of (i) the Secured Parties (or the successors thereto) for application (in the case of cash) to, or as collateral (in the case of noncash property or securities) for, the payment or prepayment of the Senior Secured Obligations owed to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier and agrees not to do so applicable Senior Creditors until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier under or in connection with the Guaranteed Agreement such Senior Secured Obligations shall have been irrevocably paid in full, and (ii) the Guarantor agrees that, without other Senior Creditors for application in the prior written consent same manner for the payment or prepayment of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of the Supplier’s obligations under the Guaranteed Agreement; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations remaining Senior Obligations owed to the Beneficiary under this Deed of Guaranteeother Senior Creditors until such remaining Senior Obligations shall have been paid in full.

Rights of Subrogation. The Guarantor shall, at shall not (so long as the Contractor has any time when there is any default in the performance of any of actual or contingent obligations pursuant to the Guaranteed Obligations Services Agreement) by the Supplier and/or any default reason of performance by the Guarantor in the performance of any of its obligations under this Deed Guarantee or by any other means or on any ground: claim or recover by the institution of Guarantee, exercise proceedings or the threat of proceedings or otherwise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Supplier’s obligations; and to prove in the liquidation or insolvency of the Supplier, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security sum from the Supplier and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be Contractor or become payable by the Supplier under its liquidator or in connection with the Guaranteed Agreement have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the Supplier; claim any contribution from any other guarantor of set-off or counterclaim against the Supplier’s obligations under the Guaranteed AgreementContractor; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary Authority under the Guaranteed Services Agreement or otherwise; or prove in competition with the Authority in respect of any other guarantee payment by the Guarantor hereunder or security taken pursuant tootherwise or be entitled in competition with the Authority to claim, or have the benefit of, any set-off, counterclaim or proof against or dividend, composition or payment by the Contractor, or any security which the Authority holds or may hold for any money or liabilities due or incurred by the Contractor to the Authority and in connection with, the Guaranteed Agreement; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the Supplier; or claim any set‑off or counterclaim against the Supplier; If case the Guarantor receives any sums from the Contractor in respect of any payment of the Guarantor under this Guarantee, the Guarantor shall hold such monies on trust for the Authority and shall immediately transfer or other benefit pay such monies to the Authority so long as any sums are payable (contingently or exercises otherwise) under this Guarantee. The Guarantor hereby acknowledges that it has not taken any set off or counterclaim or otherwise acts specific security from the Contractor in respect of this Guarantee and agrees not to do so until the Authority receives all moneys payable hereunder and shall not enforce any security taken in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by 6 until the Guarantor therefrom shall be held on trust for claims of the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary Authority under this Deed of GuaranteeGuarantee have been satisfied in full.

Rights of Subrogation. The Guarantor shall, at any time when there is any default in the performance of any of the Guaranteed Obligations by the Supplier Consultant and/or any default by the Guarantor in the performance of any of its obligations under this Deed of Guarantee, exercise any rights it may have: of subrogation and indemnity; to take the benefit of, share in or enforce any security or other guarantee or indemnity for the SupplierConsultant’s obligations; and to prove in the liquidation or insolvency of the SupplierConsultant, only in accordance with the Beneficiary’s written instructions and shall hold any amount recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not taken any security from the Supplier Consultant and agrees not to do so until Beneficiary receives all moneys payable hereunder and will hold any security taken in breach of this Clause on trust for the Beneficiary. Until all amounts which may be or become payable by the Supplier Consultant under or in connection with the Guaranteed Agreement Call Off Contract have been irrevocably paid in full, the Guarantor agrees that, without the prior written consent of the Beneficiary, it will not: exercise any rights it may have to be indemnified by the SupplierConsultant; claim any contribution from any other guarantor of the SupplierConsultant’s obligations under the Guaranteed AgreementCall Off Contract; take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Guaranteed Agreement Call Off Contract or of any other guarantee or security taken pursuant to, or in connection with, the Guaranteed AgreementCall Off Contract; demand or accept repayment in whole or in part of any indebtedness now or hereafter due from the SupplierConsultant; or claim any set‑off or counterclaim against the SupplierConsultant; If the Guarantor receives any payment or other benefit or exercises any set off or counterclaim or otherwise acts in breach of this Clause 8, anything so received and any benefit derived directly or indirectly by the Guarantor therefrom shall be held on trust for the Beneficiary and applied in or towards discharge of its obligations to the Beneficiary under this Deed of Guarantee.