Common use of Subrogation; Subordination Clause in Contracts

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

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

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

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

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

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

Subrogation; Subordination. Notwithstanding anything to Neither of the contrary contained herein, until the Obligations are paid in full Performance Guarantor: (a) will not Guarantors shall enforce or otherwise exercise any right of subrogation to any of the rights of RecipientSPV against the Originators, until the Administrative AgentObligations have been indefeasibly paid in full; notwithstanding anything to the contrary contained herein, any Managing Agentuntil the Obligations have been indefeasibly paid in full, any L/C Issuer or any Purchaser against Marathon Canadaany First Tier Originator or MPC LP, (b) each of the Performance Guarantors hereby waives all rights of subrogation (whether contractual, under Section 509 of the Federal United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, SPV against the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers against Marathon Canadaany First Tier Originator or MPC LP Originators and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as such that term is defined in the Federal United States Bankruptcy Code) which such Performance Guarantor might now have or hereafter acquire against Marathon Canadaany First Tier Originator or MPC LP the Originators that arise arises from the existence or performance of such Performance Guarantor’s 's obligations hereunder, (c) ; such Performance Guarantor will not claim any setoff, recoupment or counterclaim against Marathon Canadaany First Tier Originator or MPC LP the Originators in respect of any liability of the Performance Guarantor to Marathon Canadaany First Tier Originator or MPC LPthe Originators, as applicable, until any of the Obligations have been indefeasibly paid in full; and (d) such Performance Guarantor waives any benefit of and any right to participate in any collateral security which may be held by RecipientSPV. Unless otherwise provided for in the Subordination Agreement, the Administrative Agent, the Managing Agents, the L/C Issuers or the Purchasers. The payment of any amounts due with respect to any indebtedness for borrowed money of Marathon Canadaany First Tier Originator or MPC LP the Originators now or hereafter thereafter owed to either of the Performance Guarantor Guarantors is hereby subordinated to the prior payment in full of all of the Obligations. Each of the Performance Guarantor Guarantors agrees that, after the occurrence occurrence, and continuance during the continuation, of any default in the payment or performance of any of the Obligations, such Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness of Marathon Canadaany First Tier Originator or MPC LP txx Originators to such Performance Guarantor until all of the Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, either of the Performance Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by such Performance Guarantor as trustee for Recipient (and its assigns) SPV and be paid over to Recipient (or its assigns) SPV on account of the Obligations without affecting in any manner the liability of such Performance Guarantor under the other provisions of this UndertakingGuaranty. The provisions of this Section 8 shall be supplemental to and not in derogation of any rights and remedies of Recipient SPV under any separate subordination agreement which Recipient that SPV may at any time and from time to time enter into with either of the Performance GuarantorGuarantors.

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

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

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

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

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

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

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

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

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

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

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

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

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

Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full full, Performance Guarantor: (a) will not enforce or otherwise exercise any right of 90 subrogation to any of the rights of Recipient, the Administrative Agent, any Managing Agent, any L/C Issuer Agent or any Purchaser against Marathon Canadaany First Tier Originator or MPC LPany of the Subsidiary Originators, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the Federal United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Administrative Agent, the Managing Agents, the L/C Issuers Agent and the Purchasers against Marathon Canadaany First Tier Originator or MPC LP any of the Subsidiary Originators and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “"claims” " (as such term is defined in the Federal United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against Marathon Canadaany First Tier Originator or MPC LP any of the Subsidiary Originators that arise from the existence or performance of Performance Guarantor’s 's obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against Marathon Canadaany First Tier Originator or MPC LP any of the Subsidiary Originators in respect of any liability of Performance Guarantor to Marathon Canadaany First Tier Originator or MPC LP, as applicable, any of the Subsidiary Originators and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Administrative Agent, the Managing Agents, the L/C Issuers Agent or the Purchasersany Purchaser. The payment of any amounts due with respect to any indebtedness of Marathon Canadaany First Tier Originator or MPC LP any of the Subsidiary Originators now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence and continuance of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, xxx sue for or otherwise attempt to collect any such indebtedness ox xny of Marathon Canadaany First Tier Originator or MPC LP the Subsidiary Originators to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Guaranteed Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and the Agent as its assignscollateral assignee) and be paid over to Recipient (or the Agent as its assignscollateral assignee) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 8 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor.

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