Common use of Agreement to Pay; Subordination Clause in Contracts

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to or as directed by the Collateral Agent in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to or as directed by the Collateral Agent as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party now or hereafter owed to any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If, at any time that a Default has occurred and is continuing, any amount shall be paid to any Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Party Bank has at law or in equity against any Guarantor Kimco by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the Borrower in this Agreement or any other Loan Party to pay Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, each Guarantor Kimco hereby promises to and will forthwith pay, or cause to be paid, to or as directed by the Collateral Agent Bank, in cash the amount of such unpaid ObligationsGuaranteed Obligation. Upon payment by any Guarantor Kimco of any sums to or as directed by the Collateral Agent as provided above, all rights of such Guarantor Kimco against the Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of any Loan Party the Borrower now or hereafter owed to any Guarantor held by Kimco is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor Kimco on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Partythe Borrower, such amount shall be held in trust for the benefit of the Secured Parties Bank and shall forthwith be paid to the Collateral Agent Bank to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Party has at law or in equity against any each Guarantor by virtue hereof, upon the failure of the Borrower USR or any other Loan Party to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as directed by the Collateral Agent designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest and fees on such Obligations. Upon payment by any each Guarantor of any sums to the Administrative Agent or as directed by the Collateral Agent any Secured Party as provided above, all rights of such each Guarantor against the Borrower USR arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the USR’s Obligations. In addition, any indebtedness of USR or any Loan Party Subsidiary now or hereafter owed held by each Guarantor that is required by the Credit Agreement to any Guarantor be subordinated to USR’s Obligations is hereby subordinated in right of payment to the prior payment in full of the USR’s Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of at any Loan Partytime when any Secured Obligation then due and owing has not been paid, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the USR’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation (other than Excluded Swap Obligations) when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will 123 1821445.29\C072091\0303228 forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or as directed by the Collateral Agent any Secured Party as provided above, all rights of such Guarantor against the Borrower applicable Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness debt or Lien of the Borrower or any other Loan Party now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations. IfObligations and the Liens created under the Loan Documents (provided that, payments on such debt may be made at any time that a when no Event of Default has occurred and is continuing, ). If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness debt of any the Borrower or such other Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Lender Party has at law or in equity against any Guarantor Ultimate Parent by virtue hereof, upon the failure of Kimco to pay (after the Borrower giving of any required notice and the expiration of any cure period expressly granted to Kimco in the Credit Agreement or any other Loan Party to pay Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, each Guarantor Ultimate Parent hereby promises to and will forthwith pay, or cause to be paid, to or as directed by the Collateral Administrative Agent for the benefit of the Lender Parties, in cash the amount of such unpaid ObligationsGuaranteed Obligation. Upon payment by any Guarantor Ultimate Parent of any sums to or as directed by the Collateral Agent as provided above, all rights of such Guarantor Ultimate Parent against the Borrower Kimco or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of any Loan Party Kimco now or hereafter owed to any Guarantor held by Ultimate Parent is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor Ultimate Parent on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan PartyKimco, such amount shall be held in trust for the benefit of the Secured Lender Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party Guarantor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or as directed by the Collateral Agent any Secured Party as provided above, all rights of such Guarantor against the Borrower or such other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to until the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party now or hereafter owed to any Guarantor is hereby subordinated in right of payment to the prior payment in full occurrence of the ObligationsTermination Date. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Partyright, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent (or if the Credit Agreement is no longer in effect and all Loan Document Obligations have been paid in full in cash but the Termination Date has not occurred, then to the remaining Secured Parties as their interests shall appear) to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Party has at law or in equity against any each Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as directed by the Collateral Agent designated thereby in cash an amount equal to the unpaid principal amount of such Secured Obligations then due, together with accrued and unpaid interest and fees on such Secured Obligations. Upon payment by any each Guarantor of any sums to the Administrative Agent or as directed by the Collateral Agent any Secured Party as provided above, all rights of such each Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Secured Obligations. In addition, any indebtedness of the Borrower or any Loan Party Subsidiary now or hereafter owed held by each Guarantor that is required by the Credit Agreement, any other Loan Document, the Existing Notes Indenture and the Existing Notes to any Guarantor be subordinated to the Secured Obligations is hereby subordinated in right of payment to the prior payment in full of the Obligations. If, at any time that a Default has occurred and is continuing, any amount shall be paid to any Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.Secured

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to or the Administrative Agent as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to or as directed by the Collateral Agent as provided aboveAdministrative Agent, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If, at any time provided that a so long as no Event of Default has occurred and exists or is continuing, any Loan Party may repay indebtedness of such Loan Party held by any other Loan Party without regard to such subordination. If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Credit Party has at law or in equity against any Guarantor by virtue hereof, upon in the failure of the event that Borrower or any other Loan Party fails to pay any Guarantied Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, and such failure shall continue beyond any applicable grace or notice and cure period, each Guarantor of the Guarantors hereby promises to and will forthwith pay, or cause to be paid, to Agent or such other Credit Party as directed by the Collateral Agent designated thereby in cash the an amount of equal to such unpaid ObligationsGuarantied Obligations at the place and in the manner specified in the Credit Agreement or the relevant Loan Document. Upon payment by any Guarantor of any sums to Agent or as directed by the Collateral Agent any other Credit Party as provided above, all rights of such Guarantor against the Borrower any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guarantied Obligations. In addition, any indebtedness of Borrower or any other Loan Party now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of all of the Guarantied Obligations, but may be paid in the ordinary course of business or as permitted by Section 7.07 of the Credit Agreement. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Credit Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Canadian Collateral Agent or any other Secured Party has at law or in equity against any the Guarantor by virtue hereof, upon the failure of the Borrower Canadian Borrowers or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to or as directed by the Canadian Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any the Guarantor of any sums to or as directed by the Canadian Collateral Agent or any Secured Party as provided above, all rights of such the Guarantor against the Canadian Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party the Canadian Borrowers now or hereafter owed to any held by the Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any the Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Partythe Canadian Borrowers while an Event of Default has occurred and is continuing, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Canadian Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to or as directed by the Collateral Agent or such other Secured Party as designated thereby in cash same day funds the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to or as directed by the Collateral Agent or any Secured Party as provided above, all rights of such Guarantor against the Borrower any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash same day funds of all the Obligations. In addition, any indebtedness of any other Loan Party now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any a Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Credit Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Agent or such other Credit Party as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Agent or as directed by the Collateral Agent any other Credit Party as provided above, all rights of such Guarantor against the Borrower any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment Payment in full in cash Full of all the Guaranteed Obligations. In addition, any indebtedness of any Borrower or any other Loan Party now or hereafter owed to any held by Guarantor is hereby subordinated in right of payment to the prior payment Payment in full Full of the ObligationsGuaranteed Obligations and Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Credit Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent Agents or any other Secured Party has at law or in equity against any Facility Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor of the Facility Guarantors hereby promises to and will forthwith pay, or cause to be paid, to the Agents or such other Secured Party as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Facility Guarantor of any sums to any Agent or as directed by the Collateral Agent any other Secured Party as provided above, all rights of such Facility Guarantor against the Borrower any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (other than contingent indemnity obligations with respect to then unasserted claims). In addition, any indebtedness of the Borrower or any other Loan Party now or hereafter owed to held by any Facility Guarantor is hereby subordinated in right of payment to the prior payment in full of all of the ObligationsGuaranteed Obligations (other than contingent indemnity obligations with respect to then unasserted claims). If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Facility Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Partyright, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, Guaranteed Obligations in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement to Pay; Subordination. In furtherance of the ------------------------------- foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Agent or such other Secured Party as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Agent or as directed by the Collateral Agent any Secured Party as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of any Loan Party the Borrower now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Guaranteed Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Partythe Borrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Guaranteed Party has at law or in equity against any Guarantor by virtue hereof, each Guarantor hereby agrees that, upon the failure of the Borrower or any other Loan Party ROC to pay any Obligation of its Obligations when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or as directed by the Collateral Agent any Guaranteed Party as provided above, all rights of such Guarantor against the Borrower ROC arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the ROC’s Obligations. In addition, any indebtedness of any Loan Party ROC now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the ObligationsObligations during the existence of an Event of Default. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right right, or (bii) any such indebtedness of any Loan PartyROC, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the ROC’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. 8.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Guaranteed Party has at law or in equity against any Guarantor by virtue hereof, each Guarantor hereby agrees that, upon the failure of the Borrower or any other Loan Party ROC to pay any Obligation of its Obligations when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Guaranteed Party as directed by the Collateral Agent designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or as directed by the Collateral Agent any Guaranteed Party as provided above, all rights of such Guarantor against the Borrower ROC arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the ROC’s Obligations. In addition, any indebtedness of any Loan Party ROC now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the ObligationsObligations during the existence of an Event of Default. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right right, or (bii) any such indebtedness of any Loan PartyROC, such amount shall be held in trust for the CHAR1\1720393v5 benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the ROC’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower, the Mexico Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as directed by the Collateral Agent designated thereby in cash same day funds the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or as directed by the Collateral Agent any Secured Party as provided above, all rights of such Guarantor against the Borrower or Mexico Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash same day funds of all the Obligations. In addition, any indebtedness of any Loan Party the Borrower or Mexico Borrower now or hereafter owed to held by any Subsidiary Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Partythe Borrower or Mexico Borrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Party Bank has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause pay to be paid, to or as directed by the Collateral Agent Bank in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to or as directed by the Collateral Agent Bank as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, with respect to any indebtedness of any Loan Party the Borrower now or hereafter owed to held by any Guarantor is hereby subordinated Guarantor, after the occurrence and during the continuance of an Event of Default, no payment (whether of principal or interest, and whether before, after or in right connection with any dissolution, winding up, liquidation or reorganization or receivership proceeding or upon an assignment for the benefit of payment to creditors or any other marshalling of the prior payment assets and liabilities of the Borrower) may be made, directly or indirectly, on such indebtedness until all the Obligations have been indefeasibly paid in full of the Obligationsin cash. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Partythe Borrower, such amount shall be held in trust for the benefit of the Secured Parties Bank and shall forthwith be paid to the Collateral Agent Bank to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent Agents or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, promptly upon notice from the Agent each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Agents or such other Secured Party as directed by the Collateral Agent designated thereby in cash or Cash Equivalents the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Agents or as directed by the Collateral Agent any Secured Party as provided above, all rights of such Guarantor against the Borrower any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. In addition, any indebtedness of any Loan Party now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of the Guaranteed Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall erroneously be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent Agents to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Collateral Agent or any other Secured Party Obligee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party Obligor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to or as directed by the Collateral Agent or such other Obligee as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest and fees on such Obligations. Upon payment by any Guarantor of any sums to or as directed by the Collateral Agent or any Obligee as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party the Borrower now or hereafter owed to held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If, at any time that a Default has occurred and is continuing, If any amount shall be paid to any Guarantor on account of (ai) such subrogation, contribution, reimbursement, indemnity or similar right or (bii) any such indebtedness of any Loan Partythe Borrower, such amount shall be held in trust for the benefit of the Secured Parties Obligees and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.