Common use of Assignment and Postponement Clause in Contracts

Assignment and Postponement. (a) All obligations, liabilities and indebtedness of the Corporation to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person other than the Agent or the Vendors. (b) Upon the occurrence and continuance of an Event of Default, all Intercorporate Indebtedness shall be held in trust for the Vendors and the Agent and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee and any payments received the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid to the Agent on account of the Guaranteed Obligations. (c) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released by the Guarantor until the Agent’s prior written consent to such release has been obtained. The Guarantor shall not permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Agent.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Borrower to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Collateral Agent as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payableoccurrence of an Event of Default, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its their terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Collateral Agent or the VendorsSecured Creditors. (b2) Upon the occurrence and during the continuance of an Event of Default, all Intercorporate Indebtedness shall be held in trust for the Vendors Secured Creditors and the Collateral Agent and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee and any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid to the Collateral Agent on account of the Guaranteed Obligations. (c3) Upon the occurrence and during the continuance of an Event of Default, the Vendors Secured Creditors and the Collateral Agent are shall be entitled to receive indefeasible payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive receives any payment on account of the any Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released or withdrawn or set off against any amount, obligation, liability or other indebtedness owing to the Borrower by the Guarantor until unless the Collateral Agent’s prior written consent to such the release has been or withdrawal or set off is first obtained. The Guarantor shall not permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering unless the same is delivered forthwith to the Collateral Agent.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Borrower to the Guarantor of any nature whatsoever whatsoever, and all security therefor therefore, (the “Intercorporate Subject Indebtedness”) are hereby assigned and transferred to the Agent Lender as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payable, of the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its termshereunder. The Guarantor shall not assign all the Subject Indebtedness or any part of the Intercorporate Indebtedness thereof to any person other than the Agent Lender or as permitted pursuant to the VendorsLoan Agreement. (b2) Upon From and after demand by the occurrence and continuance of an Event of DefaultLender pursuant to Section 5 hereof, all Intercorporate the Subject Indebtedness shall be held in trust by the Guarantor for the Vendors and the Agent Lender and shall be collected, enforced or proved subject to, to and for the purpose ofpurposes of this guarantee, this Guarantee and any payments received by the Guarantor in respect of the Intercorporate Indebtedness thereof shall be segregated from other funds and property held by the Guarantor and immediately forthwith paid over to the Agent Lender on account of the Guaranteed Obligations. (c3) Upon From and after demand by the occurrence and continuance of an Event of DefaultLender pursuant to Section 5 hereof, the Vendors and the Agent are Lender shall be entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is shall be entitled to receive any payment on account of the Intercorporate Subject Indebtedness. In such case, the Intercorporate The Subject Indebtedness shall not be released or withdrawn by the Guarantor until unless the AgentLender’s prior written consent to such release has been or withdrawal is first obtained. The , and the Guarantor shall not permit the prescription of the Intercorporate Subject Indebtedness by any statute stature of limitations or ask for or obtain any security interest or negotiable paper for, for or other evidence of, of the Intercorporate Subject Indebtedness except for the purpose of delivering the same to the AgentLender.

Assignment and Postponement. (a) All obligations, liabilities present and future indebtedness and liability of the Corporation Borrower to the Guarantor of any nature whatsoever is hereby assigned by the Guarantor to Agent and postponed to the Obligations and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice moneys received by the Agent that the Guaranteed Obligations are due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person other than the Agent or the Vendors. (b) Upon the occurrence and continuance of an Event of Default, all Intercorporate Indebtedness shall be held in trust for the Vendors and the Agent and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee and any payments received the Guarantor in respect of thereof will be received in trust for and, unless prior written authorization from Agent to the Intercorporate Indebtedness shall be segregated from other funds and property held contrary will have been obtained by the Guarantor, will be paid over to Agent upon demand by Agent. If Agent receives from the Guarantor and immediately paid to the Agent a payment or payments in full or on account of the Guaranteed Obligations. (c) Upon liability of the occurrence and continuance of an Event of DefaultGuarantor hereunder, the Vendors and the Agent are Guarantor will not be entitled to receive payment claim repayment against the Borrower until Agent’s claims against the Borrower have been irrevocably and unconditionally paid in full. In case of liquidation, winding up or bankruptcy of the Guaranteed Obligations Borrower (whether voluntary or involuntary) or any composition with creditors or scheme of arrangement, Agent will have the right to rank for its full claims and receive all dividends or other payments in full before the Guarantor is entitled respect thereof in priority to receive any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released by the Guarantor until the claims of Agent have been irrevocably and unconditionally paid in full, and the Guarantor will continue to be liable hereunder for any balance which may be owing to Agent by the Borrower. In the event of the valuation by Agent of any of its security and/or the retention thereof by Agent’s prior written consent to , such release has been obtainedvaluation and/or retention will not, as between Agent and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The Guarantor shall foregoing provisions of this Section 13 will not permit in any way limit or lessen the prescription liability of the Intercorporate Indebtedness by Guarantor under any statute other section of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Agentthis Guarantee.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Borrower to the Guarantor Guarantors, or any of them, of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Collateral Agent as continuing and collateral security for the applicable Guarantor’s obligations under this GuaranteeGuarantee and postponed to the payment in full of all Obligations. Until notice by the Agent occurrence of an Event of Default that the Guaranteed Obligations are due and payableis continuing, the Guarantor Guarantors may receive payments in respect of the Intercorporate Indebtedness in accordance with its termsas permitted under the Credit Agreement. The Guarantor shall Guarantors will not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Collateral Agent or the VendorsSecured Parties. (b2) Upon the occurrence and continuance during the continuation of an Event of Default, all Intercorporate Indebtedness shall will be held in trust for the Vendors Secured Parties and the Collateral Agent and shall will be collected, enforced or proved subject to, and for the purpose of, this Guarantee and Guarantee. In such event, any payments received the by any Guarantor in respect of the Intercorporate Indebtedness shall will be held in trust for the Secured Parties and the Collateral Agent and segregated from other funds and property held by the such Guarantor and immediately paid to the Collateral Agent on account of the Guaranteed Obligations. (c3) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released or withdrawn by any Guarantor without the Guarantor until the Agent’s prior written consent of the Collateral Agent. Such Guarantor will not allow a limitation period to such release has been obtained. The Guarantor shall not permit the prescription of expire on the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Collateral Agent. (4) In the event of any insolvency, bankruptcy or other proceeding involving the liquidation, arrangement, compromise, reorganization or other relief with respect to the Borrower or its debts, each of the Guarantors will, upon the request of the Collateral Agent, make and present a proof of claim or commence such other proceedings against the Borrower on account of the Intercorporate Indebtedness as may be reasonably necessary to establish such Guarantor’s entitlement to payment of any Intercorporate Indebtedness. Such proof of claim or other proceeding must be made or commenced prior to the earlier of (i) the day which is 30 days after notice requesting such action is delivered by or on behalf of the Collateral Agent to such Guarantor and (ii) the day which is 10 days preceding the date when such proof of claim or other proceeding is required by applicable law to be made or commenced. Such proof of claim or other proceeding must be in form and substance acceptable to the Collateral Agent. (5) If any Guarantor fails to make and file such proof of claim or commence such other proceeding in accordance with this Section 3.5, the Collateral Agent is irrevocably authorized, empowered and directed and appointed the true and lawful attorney of such Guarantor (but is not obliged): (i) to make and present for and on behalf of such Guarantor proofs of claims or other such proceedings against the Borrower on account of the Intercorporate Indebtedness, (ii) to demand, xxx for, receive and collect any and all dividends or other payments or disbursements made in respect of the Intercorporate Indebtedness in whatever form the same may be paid or issued and to apply the same on account of the Obligations, and (iii) to demand, xxx for, collect and receive each such payment and distribution and give acquittance therefor and to file claims and take such other actions, in its own name or in the name of such Guarantor or otherwise, as the Collateral Agent may deem necessary or advisable to enforce its rights under this Guarantee. (6) Each of the Guarantors will execute all subordinations, postponements, assignments and other agreements as the Collateral Agent may reasonably request to more effectively subordinate and postpone the Intercorporate Indebtedness to the payment and performance of the Obligations. (7) The provisions of this Section 3.5 survive the termination of this Guarantee and remain in full force and effect until the Discharge of Term Loan Secured Obligations.

Assignment and Postponement. (a) All obligations, liabilities and indebtedness of the Corporation Canadian Borrowers to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Canadian Collateral Agent as continuing and collateral security for the Guarantor’s obligations under this GuaranteeAgreement and postponed to the payment in full of all Borrower Obligations guaranteed hereunder. Until notice by the Agent occurrence of an Event of Default that the Guaranteed Obligations are due and payableis continuing, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its termsas permitted under the Credit Agreement. The Guarantor shall will not assign all or any part of the Intercorporate Indebtedness to any person Person other than than, or as permitted by, the Canadian Collateral Agent or the VendorsSecured Parties. (b) Upon notice by the occurrence and continuance of Canadian Collateral Agent to the Guarantor that an Event of DefaultDefault has occurred and is continuing, all Intercorporate Indebtedness shall will be held in trust for the Vendors Secured Parties and the Canadian Collateral Agent and shall will be collected, enforced or proved subject to, and for the purpose of, this Guarantee and Agreement. In such event, any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall will be held in trust for the Secured Parties and the Canadian Collateral Agent and segregated from other funds and property held by the Guarantor and immediately paid to the Canadian Collateral Agent on account of the Guaranteed ObligationsBorrower Obligations guaranteed hereunder. (c) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the The Intercorporate Indebtedness shall not be released or withdrawn by the Guarantor until without the Agent’s prior written consent to such release has been obtainedof the Canadian Collateral Agent. The Guarantor shall will not permit the prescription of allow a limitation period to expire on the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Canadian Collateral Agent. (d) In the event of any insolvency, bankruptcy or other proceeding involving the liquidation, arrangement, compromise, reorganization or other relief with respect to any Canadian Borrower or its debts, the Guarantor will, upon the request of the Canadian Collateral Agent, make and present a proof of claim or commence such other proceedings against such Canadian Borrower on account of the Intercorporate Indebtedness as may be reasonably necessary to establish the Guarantor’s entitlement to payment of any Intercorporate Indebtedness. Such proof of claim or other proceeding must be made or commenced prior to the earlier of (i) the day which is 30 days after notice requesting such action is delivered by or on behalf of the Canadian Collateral Agent to the Guarantor and (ii) the day which is 10 days preceding the date when such proof of claim or other proceeding is required by applicable law to be made or commenced. Such proof of claim or other proceeding must be in form and substance acceptable to the Canadian Collateral Agent. (e) If the Guarantor fails to make and file such proof of claim or commence such other proceeding in accordance with this Section, the Canadian Collateral Agent is irrevocably authorized, empowered and directed and appointed the true and lawful attorney of the Guarantor (but is not obliged) with the power to exercise for and on behalf of the Guarantor the following rights, upon the occurrence and during the continuance of an Event of Default: (i) to make and present for and on behalf of the Guarantor proofs of claims or other such proceedings against the Canadian Borrowers on account of the Intercompany Indebtedness, (ii) to demand, sxx for, receive and collect any and all dividends or other payments or disbursements made in respect of the Intercompany Indebtedness in whatever form the same may be paid or issued and to apply the same on account of the Borrower Obligations, and (iii) to demand, sxx for, collect and receive each such payment and distribution and give acquittance therefor and to file claims and take such other actions, in its own name or in the name of the Guarantor or otherwise, as the Canadian Collateral Agent may deem necessary or advisable to enforce its rights under this Agreement. (f) The Guarantor will execute all subordinations, postponements, assignments and other agreements as the Canadian Collateral Agent may reasonably request to more effectively subordinate and postpone the Intercorporate Indebtedness to the payment and performance of the Borrower Obligations guaranteed hereunder. (g) The provisions of this Section 3.5 survive the termination of this Agreement and remain in full force and effect until (i) the Borrower Obligations and all other amounts owing under the Loan Documents guaranteed hereunder are repaid in full; and (ii) the Secured Parties have no further obligations under any of the Loan Documents.]

Assignment and Postponement. (a) All obligations, liabilities and indebtedness of the Corporation to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person other than the Agent or the Vendors. (b) Upon Following the occurrence and during the continuance of an Event of Default, all Intercorporate Indebtedness shall present and future indebtedness and liability of the Other Credit Parties to each Guarantor is hereby assigned by the Guarantors to the Agent and postponed to the Obligations and all moneys received by the Guarantors in respect thereof will be held received in trust for the Vendors and benefit of the Agent and shall the other Beneficiaries and will be collected, enforced or proved subject to, and for the purpose of, this Guarantee and any payments received the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid over to the Agent upon demand by the Agent. If the Agent or any other Beneficiary receives from any Guarantor a payment or payments in full or on account of the Guaranteed Obligations. (c) Upon the occurrence and continuance liability of an Event of Defaultsuch Guarantor hereunder, the Vendors and the Agent are such Guarantor will not be entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive claim repayment against any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released by the Guarantor Other Credit Party until the Agent’s prior written consent and each other Beneficiary’s claims against all Other Credit Parties have been irrevocably and unconditionally paid in full. In case of liquidation, winding-up or bankruptcy of any Other Credit Party (whether voluntary or involuntary) or any composition with creditors or scheme of arrangement, the Agent and each of the other Beneficiaries will have the right to rank for their full claims and receive all dividends or other payments in respect thereof in priority to such release has Guarantor until the claims of the Agent and the other Beneficiaries have been obtainedirrevocably and unconditionally paid in full and such Guarantor will continue to be liable hereunder for any balance which may be owing to the Agent or any other Beneficiary by any Other Credit Party. In the event of the valuation by the Agent of any of its security and/or the retention thereof by the Agent, such valuation and/or retention will not, as between the Agent and the other Beneficiaries and the Guarantors, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The Guarantor shall foregoing provisions of this Section 9 will not permit in any way limit or lessen the prescription liability of the Intercorporate Indebtedness by any statute Guarantors under any other section of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Agentthis Guarantee.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Borrowers, or either of them to the Guarantor of any nature whatsoever whatsoever, and all security therefor therefor, (the “Intercorporate Subject Indebtedness”) are hereby assigned and transferred to the Agent Fremantle as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payable, of the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its termshereunder. The Guarantor shall not assign all the Subject Indebtedness or any part of the Intercorporate Indebtedness thereof to any person other than the Agent or the VendorsFremantle. (b2) Upon From and after demand by Fremantle pursuant to Section 7 hereof, the occurrence and continuance of an Event of Default, all Intercorporate Subject Indebtedness shall be held in trust by the Guarantor for the Vendors and the Agent Fremantle and shall be collected, enforced or proved subject to, to and for the purpose ofpurposes of this guarantee, this Guarantee and any payments received by the Guarantor in respect of the Intercorporate Indebtedness thereof shall be segregated from other funds and property held by the Guarantor and immediately forthwith paid over to the Agent Fremantle on account of the Guaranteed Obligations. (c3) Upon the occurrence From and continuance of an Event of Defaultafter demand by Fremantle pursuant to Section 7 hereof, the Vendors and the Agent are Fremantle shall be entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is shall be entitled to receive any payment on account of the Intercorporate Subject Indebtedness. In such case, the Intercorporate The Subject Indebtedness shall not be released or withdrawn by the Guarantor until the Agentunless Fremantle’s prior written consent to such release has been or withdrawal is first obtained. The , and the Guarantor shall not permit the prescription of the Intercorporate Subject Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, for or other evidence of, of the Intercorporate Subject Indebtedness except for the purpose of delivering the same to Fremantle. (4) Notwithstanding the Agentterms hereof, the Subject Indebtedness shall not include any obligation, liability, or indebtedness of the Borrowers to the Guarantor in respect of funds advanced or expenses paid or incurred by the Guarantor on behalf of the Borrowers, where such advances or expenses are for the account of Fremantle in accordance with the terms of the Debt Repayment Agreement.

Assignment and Postponement. (a) All obligations, liabilities and indebtedness of the Corporation to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person other than the Agent or the Vendors. (b) Upon Following the occurrence and during the continuance of a Default or an Event of Default, all Intercorporate Indebtedness shall be held in trust for present and future indebtedness and liability of the Vendors Borrower or any other Material Subsidiary to the Guarantor is hereby assigned by the Guarantor to the Lender and postponed to the Agent Obligations and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee and any payments all moneys received by the Guarantor in respect of thereof will be received in trust for and, unless prior written authorization from the Intercorporate Indebtedness shall be segregated from other funds and property held Lender to the contrary will have been obtained by the Guarantor and immediately Guarantor, will be paid over to the Agent Lender upon demand by the Lender. If the Lender receives from the Guarantor a payment or payments in full or on account of the Guaranteed Obligations. (c) Upon liability of the occurrence and continuance of an Event of DefaultGuarantor hereunder, the Vendors and the Agent are Guarantor will not be entitled to receive payment claim repayment against the Borrower or any other Material Subsidiary until the Lender's claims against the Borrower have been irrevocably and unconditionally paid in full. In case of liquidation, winding up or bankruptcy of the Guaranteed Obligations in full before the Guarantor is entitled to receive Borrower or any payment on account other Material Subsidiary (whether voluntary or involuntary) or any composition with creditors or scheme of the Intercorporate Indebtedness. In such casearrangement, the Intercorporate Indebtedness shall not be released by Lender will have the right to rank for its full claims and receive all dividends or other payments in respect thereof in priority to the Guarantor until the Agent’s prior written consent claims of the Lender have been irrevocably and unconditionally paid in full, and the Guarantor will continue to be liable hereunder for any balance which may be owing to the Lender by the Borrower or any other Material Subsidiary. In the event of the valuation by the Lender of any of its security and/or the retention thereof by the Lender, such release has been obtainedvaluation and/or retention will not, as between the Lender and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction of the Obligations or any part thereof. The Guarantor shall foregoing provisions of this Section 13 will not permit in any way limit or lessen the prescription liability of the Intercorporate Indebtedness by Guarantor under any statute other section of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Agentthis Guarantee.

Assignment and Postponement. (a) All obligations, liabilities and indebtedness of the Corporation Borrower to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent Secured Creditors as general, continuing and collateral security for the Guarantor’s obligations under this GuaranteeGuarantee and postponed to the payment in full of all Obligations. Until notice the occurrence of an Event of Default (unless it is waived in writing by the Agent that the Guaranteed Obligations are due and payableSecured Creditors), the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its termsas permitted under the Notes. The Guarantor shall will not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Agent or the VendorsSecured Creditors. (b) Upon the occurrence and continuance of an Event of DefaultDefault which is not waived in writing by the Secured Creditors, all Intercorporate Indebtedness shall be, and shall be deemed to be, held in trust for the Vendors Secured Creditors and the Agent and shall will be collected, enforced or proved subject to, and for the purpose of, this Guarantee and Guarantee. In such event, any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall be, and shall be deemed to be, held in trust for the Secured Creditors and segregated from other funds and property held by the Guarantor and immediately paid to the Agent Secured Creditors on account of the Guaranteed Obligations. (c) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the The Intercorporate Indebtedness shall not be released or withdrawn by the Guarantor until without the Agent’s prior written consent to such release has been obtainedof the Secured Creditors. The Guarantor shall will not permit the prescription of allow a limitation period to expire on the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the AgentSecured Creditors. (d) In the event of any insolvency, bankruptcy or other proceeding involving the liquidation, arrangement, compromise, reorganization or other relief with respect to the Borrower or its debts, the Guarantor will, upon the request of the Secured Creditors, make and present a proof of claim or commence such other proceedings against the Borrower on account of the Intercorporate Indebtedness as may be reasonably necessary to establish the Guarantor’s entitlement to payment of any Intercorporate Indebtedness. Such proof of claim or other proceeding must be made or commenced prior to the earlier of (i) the day which is 30 days after notice requesting such action is delivered by or on behalf of the Secured Creditors to the Guarantor, and (ii) the day which is 10 days preceding the date when such proof of claim or other proceeding is required by applicable law to be made or commenced. Such proof of claim or other proceeding must be in form and substance acceptable to the Secured Creditors, acting reasonably. (e) If the Guarantor fails to make and file such proof of claim or commence such other proceeding in accordance with this Section, the Secured Creditors are irrevocably authorized, empowered and directed and appointed the true and lawful attorney of the Guarantor (but is not obliged) with the power to exercise for and on behalf of the Guarantor the following rights, upon the occurrence of an Event of Default which is not waived in writing by the Secured Creditors: (i) to make and present for and on behalf of the Guarantor proofs of claims or other such proceedings against the Borrower on account of the Intercompany Indebtedness, (ii) to demand, xxx for, receive and collect any and all dividends or other payments or disbursements made in respect of the Intercompany Indebtedness in whatever form the same may be paid or issued and to apply the same on account of the Obligations, and (iii) to demand, xxx for, collect and receive each such payment and distribution and give acquittance therefor and to file claims and take such other actions, in their own names or in the name of the Guarantor or otherwise, as the Secured Creditors may deem necessary or advisable to enforce their rights under this Guarantee. (f) The Guarantor will execute all subordinations, postponements, assignments and other agreements as the Secured Creditors may reasonably request to more effectively subordinate and postpone the Intercorporate Indebtedness to the payment and performance of the Obligations. (g) The provisions of this Section 3.5 survive the termination of this Guarantee and remain in full force and effect until (i) the Obligations and all other amounts owing under the Credit Documents are indefeasibly repaid and performed in full; and (ii) the Secured Creditors has no further obligations under any of the Credit Documents.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Borrower, United Rentals, Inc. and each of their respective Subsidiaries to the Guarantor of any nature whatsoever and all security therefor (the “"Intercorporate Indebtedness”") are hereby assigned and transferred to the Canadian Collateral Agent for the benefit of the Canadian Collateral Agent and the other Canadian Secured Parties as continuing and collateral security for the Guarantor’s 's obligations under this Guaranteeguarantee. Until Subject to Section 2.5(2) and Section 2.5(3), until notice by the Canadian Collateral Agent to the Guarantor that the Guaranteed Obligations are have become due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its their terms. The Guarantor shall not not, except with the written consent of the Canadian Collateral Agent and the other Canadian Secured Parties, assign all or any part of the Intercorporate Indebtedness to any person Person other than the Canadian Collateral Agent or the Vendorsother Canadian Secured Parties. (b2) Upon the occurrence and during the continuance of an Event of DefaultDefault under and as defined in the Credit Agreement, all Intercorporate Indebtedness shall be held in trust for the Vendors and the Agent Canadian Secured Parties and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee guarantee and any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid to the Canadian Collateral Agent on account of the Guaranteed Obligations. (c3) Upon the occurrence and during the continuance of an Event of DefaultDefault under and as defined in the Credit Agreement, the Vendors and the Agent are Canadian Secured Parties shall be entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive receives any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released or withdrawn by the Guarantor until unless the Canadian Collateral Agent’s prior 's written consent to such the release has been or withdrawal is first obtained. The Guarantor shall not permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Canadian Collateral Agent.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation any Parent Guarantor to the Guarantor Guarantor, if any, of any nature whatsoever and all security therefor (the “"Intercorporate Indebtedness”") are hereby assigned and transferred to the Collateral Agent as continuing and collateral security for the Guarantor’s 's obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payableoccurrence of an Event of Default, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its their terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Collateral Agent or the VendorsSecured Creditors. (b2) Upon the occurrence and during the continuance of an Event of Default, all Intercorporate Indebtedness shall be held in trust for the Vendors Secured Creditors and the Collateral Agent and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee and any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid to the Collateral Agent on account of the Guaranteed Obligations. (c3) Upon the occurrence and during the continuance of an Event of Default, the Vendors Secured Creditors and the Collateral Agent are shall be entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive receives any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released or withdrawn or set off against any amount, obligation, liability or other indebtedness owing to any Parent Guarantor, by the Guarantor until unless the Collateral Agent’s prior 's written consent to such the release has been or withdrawal or set off is first obtained. The Guarantor shall not permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Collateral Agent.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Borrowers, or any of them, to the Guarantor Guarantors, or any of them, of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Collateral Agent as continuing and collateral security for the applicable Guarantor’s obligations under this GuaranteeGuarantee and postponed to the payment in full of all Obligations. Until notice by the Agent occurrence of an Event of Default that the Guaranteed Obligations are due and payableis continuing, the Guarantor Guarantors may receive payments in respect of the Intercorporate Indebtedness in accordance with its termsas permitted under the Credit Agreement. The Guarantor shall Guarantors will not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Collateral Agent or the VendorsSecured Parties. (b2) Upon the occurrence and continuance during the continuation of an Event of Default, all Intercorporate Indebtedness shall will be held in trust for the Vendors Secured Parties and the Collateral Agent and shall will be collected, enforced or proved subject to, and for the purpose of, this Guarantee and Guarantee. In such event, any payments received the by any Guarantor in respect of the Intercorporate Indebtedness shall will be held in trust for the Secured Parties and the Collateral Agent and segregated from other funds and property held by the such Guarantor and immediately paid to the Collateral Agent on account of the Guaranteed Obligations. (c3) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released or withdrawn by any Guarantor without the Guarantor until the Agent’s prior written consent of the Collateral Agent. Such Guarantor will not allow a limitation period to such release has been obtained. The Guarantor shall not permit the prescription of expire on the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Collateral Agent. (4) In the event of any insolvency, bankruptcy or other proceeding involving the liquidation, arrangement, compromise, reorganization or other relief with respect to any of the Borrowers or their debts, each of the Guarantors will, upon the request of the Collateral Agent, make and present a proof of claim or commence such other proceedings against such Borrower on account of the Intercorporate Indebtedness as may be reasonably necessary to establish such Guarantor’s entitlement to payment of any Intercorporate Indebtedness. Such proof of claim or other proceeding must be made or commenced prior to the earlier of (i) the day which is 30 days after notice requesting such action is delivered by or on behalf of the Collateral Agent to such Guarantor and (ii) the day which is 10 days preceding the date when such proof of claim or other proceeding is required by applicable law to be made or commenced. Such proof of claim or other proceeding must be in form and substance acceptable to the Collateral Agent. (5) If any Guarantor fails to make and file such proof of claim or commence such other proceeding in accordance with this Section 3.5, the Collateral Agent is irrevocably authorized, empowered and directed and appointed the true and lawful attorney of such Guarantor (but is not obliged): (i) to make and present for and on behalf of such Guarantor proofs of claims or other such proceedings against such Borrower on account of the Intercorporate Indebtedness, (ii) to demand, xxx for, receive and collect any and all dividends or other payments or disbursements made in respect of the Intercorporate Indebtedness in whatever form the same may be paid or issued and to apply the same on account of the Obligations, and (iii) to demand, xxx for, collect and receive each such payment and distribution and give acquittance therefor and to file claims and take such other actions, in its own name or in the name of such Guarantor or otherwise, as the Collateral Agent may deem necessary or advisable to enforce its rights under this Guarantee. (6) Each of the Guarantors will execute all subordinations, postponements, assignments and other agreements as the Collateral Agent may reasonably request to more effectively subordinate and postpone the Intercorporate Indebtedness to the payment and performance of the Obligations. (7) The provisions of this Section 3.5 survive the termination of this Guarantee and remain in full force and effect until the Discharge of Revolving Credit Secured Obligations.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Borrower, United Rentals, Inc. and each of their Subsidiaries to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”"INTERCORPORATE INDEBTEDNESS") are hereby assigned and transferred to the Agent for the benefit of the Agent and the Lenders as continuing and collateral security for the Guarantor’s 's obligations under this Guaranteeguarantee. Until Subject to clauses (2) and (3) of this Section 2.5, until notice by the Agent or the Guarantor that the Guaranteed Obligations are have become due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its their terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Agent or the VendorsLenders. (b2) Upon the occurrence and during the continuance of an Event of Default, or an Unmatured Event of Default under Section 12.1.4 of the Credit Agreement, all Intercorporate Indebtedness shall be held in trust for the Vendors Lenders and the Agent and shall be collected, enforced or proved subject to, and for the purpose of, this Guarantee guarantee and any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid to the Agent on account of the Guaranteed Obligations. (c3) Upon the occurrence and during the continuance of an Event of Default, or an Unmatured Event of Default under Section 12.1.4 of the Vendors Credit Agreement, the Lenders and the Agent are shall be entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive receives any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released or withdrawn by the Guarantor until unless the Agent’s prior 's written consent to such the release has been or withdrawal is first obtained. The Guarantor shall not permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Agent.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation SWT to the Guarantor Guarantor, if any, of any nature whatsoever and all security therefor (the “"Intercorporate Indebtedness”") are hereby assigned and transferred to the Collateral Agent as continuing and collateral security for the Guarantor’s 's obligations under this Amended and Restated Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payableoccurrence of an Event of Default, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its their terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Collateral Agent or the VendorsSecured Creditors. (b2) Upon the occurrence and during the continuance of an Event of Default, all Intercorporate Indebtedness shall be held in trust for the Vendors Secured Creditors and the Collateral Agent and shall be collected, enforced or proved subject to, and for the purpose of, this Amended and Restated Guarantee and any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the Guarantor and immediately paid to the Collateral Agent on account of the Guaranteed Obligations. (c3) Upon the occurrence and during the continuance of an Event of Default, the Vendors Secured Creditors and the Collateral Agent are shall be entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive receives any payment on account of the Intercorporate Indebtedness. In such case, the Intercorporate Indebtedness shall not be released or withdrawn or set off against any amount, obligation, liability or other indebtedness owing to SWT by the Guarantor until unless the Collateral Agent’s prior 's written consent to such the release has been or withdrawal or set off is first obtained. The Guarantor shall not permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Collateral Agent.

Assignment and Postponement. (a) All obligations, liabilities and indebtedness of the Corporation Borrower or any other Loan Party to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent Agent, for the benefit of itself and the other Secured Parties, as general, continuing and collateral security for the Guarantor’s obligations Obligations under this GuaranteeGuarantee and postponed to the indefeasible payment and performance in full of all the Obligations. Until notice by the Agent that occurrence and during the Guaranteed Obligations are due and payablecontinuance of an Event of Default, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its termsas permitted under the Credit Agreement. The Guarantor shall will not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Agent or the VendorsAgent. (b) Upon the occurrence and during the continuance of an Event of Default, all Intercorporate Indebtedness shall be, and shall be deemed to be, held in trust for the Vendors Agent, for the benefit of itself and the Agent other Secured Parties, and shall will be collected, enforced or proved subject to, and for the purpose of, this Guarantee and Guarantee. In such event, any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall be, and shall be deemed to be, held exclusively in trust for the Agent, for the benefit of itself and the other Secured Parties, and segregated from other funds and property held by the Guarantor and immediately paid to the Agent Agent, for the benefit of itself and the other Secured Parties, on account of the Guaranteed Obligations. (c) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the The Intercorporate Indebtedness shall not be released or withdrawn by the Guarantor until without the Agent’s prior written consent to such release has been obtainedof the Agent. The Guarantor shall will not permit the prescription of allow a limitation period to expire on the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the Agent. (d) In the event of any insolvency, bankruptcy or other proceeding involving the liquidation, arrangement, compromise, reorganization or other relief with respect to the Borrower or its debts, the Guarantor will, upon the request of the Agent, make and present a proof of claim or commence such other proceedings against the Borrower on account of the Intercorporate Indebtedness as may be reasonably necessary to establish the Guarantor’s entitlement to payment of any Intercorporate Indebtedness. Such proof of claim or other proceeding must be made or commenced prior to the earlier of (i) the day which is thirty (30) days after notice requesting such action is delivered by or on behalf of the Agent to the Guarantor, and (ii) the day which is ten (10) days preceding the date when such proof of claim or other proceeding is required by applicable law to be made or commenced. Such proof of claim or other proceeding must be in form and substance acceptable to the Agent, acting reasonably. (e) If the Guarantor fails to make and file such proof of claim or commence such other proceeding in accordance with this Section, the Agent is irrevocably authorized, empowered and directed and appointed the true and lawful attorney of the Guarantor (but is not obliged) with full power of substitution (and which is coupled with an interest) and with the power to exercise for and on behalf of the Guarantor the following rights, upon the occurrence and during the continuance of an Event of Default: (i) to make and present for and on behalf of the Guarantor proofs of claims or other such proceedings against the Borrower on account of the Intercompany Indebtedness, (ii) to demand, xxx for, receive and collect any and all dividends or other payments or disbursements made in respect of the Intercompany Indebtedness in whatever form the same may be paid or issued and to apply the same on account of the Obligations, and (iii) to demand, xxx for, collect and receive each such payment and distribution and give acquittance therefor and to file claims and take such other actions, in its own name or in the name of the Guarantor or otherwise, as the Agent may deem necessary or advisable to enforce their rights under this Guarantee. (f) The Guarantor will execute all subordinations, postponements, assignments and other agreements as the Agent may reasonably request to more effectively subordinate and postpone the Intercorporate Indebtedness to the payment and performance of the Obligations. (g) The provisions of this Section 3.5 survive the termination of this Guarantee and remain in full force and effect until (i) the Obligations and all other amounts owing under the Loan Documents are indefeasibly paid and performed in full; and (ii) the Agent and the other Secured Parties have no further Obligations under any of the Loan Documents.

Assignment and Postponement. (a) All Upon the occurrence and during the continuance of an Event of Default, obligations, liabilities and indebtedness of the Corporation Company to the a Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent as continuing and collateral security for the Guarantor’s obligations under this Guarantee. Until notice by the Agent that the Guaranteed Obligations are due and payable, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its terms. The Guarantor shall not assign all or any part of the Intercorporate Indebtedness to any person other than the Agent or the Vendors. (b) Upon the occurrence and continuance of an Event of Default, all Intercorporate Indebtedness shall be held in trust for the Vendors and the Agent Noteholders and shall be collected, enforced or proved subject to, and for the purpose of, this Note Guarantee and any payments received the by a Guarantor in respect of the Intercorporate Indebtedness shall be segregated from other funds and property held by the such Guarantor and immediately paid to the Agent Noteholders on account of the Guaranteed Obligations. (cb) Upon the occurrence and during the continuance of an Event of Default, the Vendors and the Agent Noteholders are entitled to receive payment of the Guaranteed Obligations in full before the each Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness, including in any proceeding against any Obligated Party under any Debtor Relief Law. In such case, the Intercorporate Indebtedness shall not be released by the such Guarantor until the Agent’s Noteholders’ prior written consent to such release has been obtained. The No Guarantor shall not permit the prescription of the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the AgentNoteholders.

Assignment and Postponement. (a1) All obligations, liabilities and indebtedness of the Corporation Debtor to the Guarantor of any nature whatsoever and all security therefor (the “Intercorporate Indebtedness”) are hereby assigned and transferred to the Agent Secured Creditor as continuing and collateral security for the Guarantor’s 's obligations under this GuaranteeGuarantee and postponed to the payment in full of all Obligations. Until notice by the Agent occurrence of an Event of Default that the Guaranteed Obligations are due and payableis continuing, the Guarantor may receive payments in respect of the Intercorporate Indebtedness in accordance with its termsas permitted under the Debenture. The Guarantor shall will not assign all or any part of the Intercorporate Indebtedness to any person Person other than the Agent or the VendorsSecured Creditor. (b2) Upon the occurrence and continuance during the continuation of an Event of Default, all Intercorporate Indebtedness shall will be held in trust for the Vendors Secured Creditor and the Agent and shall will be collected, enforced or proved subject to, and for the purpose of, this Guarantee and Guarantee. In such event, any payments received by the Guarantor in respect of the Intercorporate Indebtedness shall will be held in trust for the Secured Creditor and segregated from other funds and property held by the Guarantor and immediately paid to the Agent Secured Creditor on account of the Guaranteed Obligations. (c3) Upon the occurrence and continuance of an Event of Default, the Vendors and the Agent are entitled to receive payment of the Guaranteed Obligations in full before the Guarantor is entitled to receive any payment on account of the Intercorporate Indebtedness. In such case, the The Intercorporate Indebtedness shall not be released or withdrawn by the Guarantor until without the Agent’s prior written consent to such release has been obtainedof the Secured Creditor. The Guarantor shall will not permit the prescription of allow a limitation period to expire on the Intercorporate Indebtedness by any statute of limitations or ask for or obtain any security interest or negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the purpose of delivering the same to the AgentSecured Creditor. (4) In the event of any insolvency, bankruptcy or other proceeding involving the liquidation, arrangement, compromise, reorganization or other relief with respect to the Debtor or its debts, the Guarantor will, upon the request of the Secured Creditor, make and present a proof of claim or commence such other proceedings against the Debtor on account of the Intercorporate Indebtedness as may be reasonably necessary to establish the Guarantor’s entitlement to payment of any Intercorporate Indebtedness. Such proof of claim or other proceeding must be made or commenced prior to the earlier of (i) the day which is 30 days after notice requesting such action is delivered by or on behalf of the Secured Creditor to the Guarantor and (ii) the day which is 10 days preceding the date when such proof of claim or other proceeding is required by applicable law to be made or commenced. Such proof of claim or other proceeding must be in form and substance acceptable to the Secured Creditor. (5) If the Guarantor fails to make and file such proof of claim or commence such other proceeding in accordance with this Section, the Secured Creditor is irrevocably authorized, empowered and directed and appointed the true and lawful attorney of the Guarantor (but is not obliged) with the power to exercise for and on behalf of the Guarantor the following rights, upon the occurrence and during the continuance of an Event of Default: (i) to make and present for and on behalf of the Guarantor proofs of claims or other such proceedings against the Debtor on account of the Intercompany Indebtedness, (ii) to demand, xxx for, receive and collect any and all dividends or other payments or disbursements made in respect of the Intercompany Indebtedness in whatever form the same may be paid or issued and to apply the same on account of the Obligations, and (iii) to demand, xxx for, collect and receive each such payment and distribution and give acquittance therefor and to file claims and take such other actions, in its own name or in the name of the Guarantor or otherwise, as the Secured Creditor may deem necessary or advisable to enforce its rights under this Guarantee. (6) The Guarantor will execute all subordinations, postponements, assignments and other agreements as the Secured Creditor may reasonably request to more effectively subordinate and postpone the Intercorporate Indebtedness to the payment and performance of the Obligations. (7) The provisions of this Section 3.5 survive the termination of this Guarantee and remain in full force and effect until (i) the Obligations and all other amounts owing under the Documents are repaid in full; and (ii) the Secured Creditor has no further obligations under any of the Documents.