Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. The Grantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the Grantor on account of any payment made hereunder prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor of an interest in the Secured Obligations resulting from such payment by the Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstanding, the Grantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the Grantor Pledgor on account of any payment made hereunder prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorPledgor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstanding, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of a Borrower or any other Obligor, and (b) all Secured Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of each Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Borrower agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty contained in this Section 4.10, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty contained in this Section 4.10 or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsGuaranteed Obligations of each Account Party, the prior payment in full in cash of all Obligations of each Borrower, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor any Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Guaranteed Obligations of each Account Party shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsGuaranteed Obligations of each Account Party, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor such Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsGuaranteed Obligations of any Account Party, and (b) all Secured Guaranteed Obligations of each Account Party have been paid in fullfull in cash, all Obligations of each Borrower have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Borrower's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower of an interest in the Secured Guaranteed Obligations of each Account Party resulting from such payment by the Grantorsuch Borrower. In furtherance of the foregoing, for so long as any Secured Obligations (including Guaranteed Obligations, Letters of Credit ) or Commitments remain outstanding, the Grantor each Borrower shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Account Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty contained in this Security Agreement Section 4.10 to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Parent Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article IX, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article IX or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination or expiration of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Parent Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor each Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired, all Rate Protection Agreements have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorany Parent Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor applicable Parent Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Parent Guarantor of an interest in the Secured Obligations of the Borrower resulting from such payment by the Grantorsuch Parent Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Parent Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article IX to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the such Grantor has made payment to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the requesting Grantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Commitments or Letters of Credit remain outstanding or Commitments remain outstandingany Rate Protection Agreement remains in full force and effect, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor Pledgor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorPledgor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstandingoutstanding or any Rate Protection Agreement remains in full force and effect, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Holdings agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article IX, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article IX or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrowers and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Holdings on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrowers and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agents for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with the terms of this Agreement, but without affecting, impairing or limiting in any manner the Credit Agreement; provided, however, that if (a) the Grantor has made payment to the Secured Parties and each holder liability of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor of an interest in the Secured Obligations resulting from such payment by the GrantorHoldings under other provisions hereof. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstanding, the Grantor Holdings shall refrain from taking any action or commencing any proceeding against a either Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article IX to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Security Agreement, by any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until after the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note Party and shall immediately be paid to the Secured Parties and each holder of a Note Party and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if: (a) the any Grantor has made payment to the Secured Parties and each holder of a Note Party of all or any part of the Secured Obligations, ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each the Termination Date has occurred; then the Secured Party and each holder of a Note agrees that, at the such Grantor's ’s request, the Secured Parties and the holders of the Notes Party will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to the Secured Party. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Grantor may take such action required to preserve any rights it has by way of rights of subrogation as consented to by the Secured Party or any holder of a Notein its reasonable discretion.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of a Borrower or any other Obligor, and (b) all Secured Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of each Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; provided, however, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedfull in cash, each Secured Party and each holder of a Note agrees that, at the requesting Grantor's requestrequest and sole expense, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments Obligations remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a Borrower the Issuer or any other Obligor Grantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge and Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Each Borrower Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower Debtor and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor any Borrower Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower Debtor and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of each Borrower Debtor and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor such Borrower Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of each Borrower Debtor, and (b) all Secured Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Borrower Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower Guarantor of an interest in the Secured Obligations of the applicable Borrower Debtor resulting from such payment by the Grantorsuch Borrower Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor such Borrower Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor such Borrow Debtor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Parent agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any other Loan Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor Parent on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Collateral Agent for the benefit of the Secured Parties and each holder in the exact form received by the Parent (duly endorsed in favor of a Note and the Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 4.7; provided, however, that if (a) if the Grantor has made Parent makes payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and ; and (b) all the Termination Date has occurred; then at the Parent’s request, the Administrative Agent (on behalf of the Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees thatParties) will, at the Grantor's request, the Secured Parties and the holders expense of the Notes will Parent, execute and deliver to the Grantor Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Parent of an interest in the Secured Obligations resulting from such payment by the Grantordescribed in clause (a) above. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstanding, at all times prior to the Grantor Termination Date the Parent shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement any Loan Document to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor will Each Guarantor agrees that it will, to the extent permitted by law, not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document or other applicable agreement under which such Secured Obligations arise to which it is a party, nor shall any Guarantor seek any contribution or reimbursement from the Borrower or any of its Subsidiaries in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Loan Document or other applicable agreement under which such Secured Obligations arise or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties and each holder in the exact form received by such Guarantor (duly endorsed in favor of a Note and the Administrative Agent, if required), to be credited and applied against the outstanding Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 2.7; provided, however, that if (a) the Grantor if any Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations and the Termination Date has occurred, and then at such Guarantor’s request, the Administrative Agent (bon behalf of the Secured Parties) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees thatwill, at the Grantor's requestexpense of such Guarantor, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor of its Subsidiaries (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Noteother than as required by applicable law to preserve such rights.

Postponement of Subrogation, etc. The Grantor Each Pledgor agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor on account of any payment made hereunder prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor any Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, the Termination Date has occurred; then each Secured Party and each holder of a Note agrees that, at the Grantorsuch Pledgor's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Secured Parties, will execute and deliver to the Grantor such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Pledgor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Pledgor. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Pledgor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party or Party. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Pledgor may take such action required to preserve any holder rights it has by way of a Noterights of subrogation as consented to by the Administrative Agent in its reasonable discretion.

Postponement of Subrogation, etc. The Each Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Security Agreement, by any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the any Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, the Termination Date has occurred; then each Secured Party and each holder of a Note agrees that, at the such Grantor's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Secured Parties, will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement to any Secured Party or Party. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Grantor may take such action required to preserve any holder rights it has by way of a Noterights of subrogation as consented to by the Administrative Agent in its reasonable discretion.

Postponement of Subrogation, etc. The Grantor Each Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Loan Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Collateral Agent for the benefit of the Secured Parties and each holder in the exact form received by such Guarantor (duly endorsed in favor of a Note and the Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 2.8; provided, however, provided that if (a) the Grantor if any Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations and the Termination Date has occurred, then at such Guarantor’s request, the Collateral Agent (on behalf of the Secured Obligations, and (bParties) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees thatwill, at the Grantor's requestexpense of such Guarantor, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement Guaranty to any Secured Party Party. The obligations of the Guarantors under this Guaranty and the other Loan Documents, including their liability for the Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of subrogation. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any holder of a Noteother claim, interest, right or remedy at any time held by any Secured Party against any Guarantor or its property.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsFixed Assets Termination Date. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full of all Secured Obligations Fixed Assets Termination Date shall be held in trust for the benefit of the Fixed Assets Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the ratable benefit of the Fixed Assets Secured Parties and each holder of a Note and credited and applied against the Secured Fixed Assets Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if: (a) the such Grantor has made payment to the Administrative Agent for the ratable benefit of the Fixed Assets Secured Parties and each holder of a Note of all or any part of the Secured Fixed Assets Obligations, ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Fixed Assets Termination Date has occurred, each Fixed Assets Secured Party and each holder of a Note agrees that, at the requesting Grantor's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Fixed Assets Secured Parties, will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Fixed Assets Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligationsprior to the Fixed Assets Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party the Administrative Agent or any holder of a Noteother Fixed Assets Secured Party.

Postponement of Subrogation, etc. The Grantor No Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsFixed Assets Termination Date. Any amount paid to the Grantor any Pledgor on account of any payment made hereunder prior to the payment in full of all Secured Obligations Fixed Assets Termination Date shall be held in trust for the benefit of the Fixed Assets Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent, for the ratable benefit of the Fixed Assets Secured Parties and each holder of a Note Parties, and credited and applied against the Secured Fixed Assets Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor any Pledgor has made payment to the Administrative Agent for the ratable benefit of the Fixed Assets Secured Parties and each holder of a Note of all or any part of the Secured Fixed Assets Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Fixed Assets Termination Date has occurred, each Fixed Assets Secured Party and each holder of a Note agrees that, at the Grantorsuch Pledgor's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Fixed Assets Secured Parties, will execute and deliver to the Grantor such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Pledgor of an interest in the Secured Fixed Assets Obligations resulting from such payment by the Grantorsuch Pledgor. In furtherance of the foregoing, for so long as any Secured Obligationsprior to the Fixed Assets Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party the Administrative Agent or any holder of a Noteother Fixed Assets Secured Party.

Postponement of Subrogation, etc. The Grantor No Borrower will not exercise any rights which it may acquire by reason way of rights of subrogation under Section 3.4, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, Obligations of the termination or expiration of all Letters of Credit, Borrowers and the termination of all Commitmentseach other Obligor. Any amount paid to the Grantor any Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of the Borrowers and each other Obligor shall be held by the Borrower in trust question for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreementhereof; provided, however, that if if (a) the Grantor any Borrower has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of any other Borrower or any other Obligor, and and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the Grantor's such Borrower’s request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Lender Parties, will execute and deliver to the Grantor such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower of an interest in the Secured Obligations of such other Borrower and each other Obligor resulting from such payment by the GrantorBorrower paying any such amount. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Borrower shall refrain from taking any action or commencing any proceeding against a Borrower the other Borrowers or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement the provisions of Section 3.4 to any Secured Party or any holder of a NoteLender Party.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement rights of subrogation under this Pledge Agreement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the Grantor Pledgor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Agent and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor Pledgor has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the GrantorPledgor's request, the Secured Agent, on behalf of the Lender Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor the Guarantors (or its their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to proceeds of any Secured Collateral received by any Lender Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower or any other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor WWI will not exercise any rights which it may acquire by reason way of rights of subrogation by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until prior to the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsFinal Termination Date. Any amount paid to the Grantor WWI on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Final Termination Date shall be held in trust for the benefit of the Secured Parties Lenders and each holder of a Note and/or TLC and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor WWI has made payment to the Secured Parties Lenders and each holder of a Note of all or any part of the Secured Guaranteed Obligations, and (b) all Secured Obligations have been paid in fullthe Final Termination Date has occurred, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, -100- each Secured Party Lender and each holder of a Note agrees that, at the GrantorWWI's request, the Secured Parties Administrative Agent, on behalf of the Lenders and the holders of the Notes Notes, will execute and deliver to the Grantor WWI appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor WWI of an interest in the Secured Guaranteed Obligations resulting from such payment by the GrantorWWI. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Final Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor WWI shall refrain from taking any action or commencing any proceeding against a the SP1 Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement to any Secured Party Lender or any holder of a NoteNote and/or TLC; PROVIDED, HOWEVER, that WWI may make any necessary filings solely to preserve its claims against the SP1 Borrower.

Postponement of Subrogation, etc. The Grantor Each Borrower agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any Credit Party, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Loan Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor any Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties and each holder in the exact form received by such Borrower (duly endorsed in favor of a Note and the Administrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor if any Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations and the Termination Date has occurred, then at such Borrower’s written request, the Administrative Agent (on behalf of the Secured Obligations, and (bParties) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees thatwill, at the Grantor's requestexpense of such Borrower, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor such Borrower appropriate documents (in form and substance satisfactory to the Administrative Agent and without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Borrower shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Credit Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement Section 3.4.1 to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Each Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Pledgor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor such Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Pledgor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Pledgor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Pledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstandingoutstanding or any Rate Protection Agreement remains in full force and effect, the Grantor such Pledgor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor None of the Pledgors will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement rights of subrogation under this Pledge Agreement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the Grantor any Pledgor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor any Pledgor has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the Grantorsuch Pledgor's request, the Secured Administrative Agent, on behalf of the Lender Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Pledgor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Pledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Pledgor shall refrain from taking any action or commencing any proceeding against a the Borrower or any the other Obligor Guarantors (or its their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to proceeds of any Secured Collateral received by any Lender Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Security Agreement, by any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the any Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, the Termination Date has occurred; then each Secured Party and each holder of a Note agrees that, at the such Grantor's ’s request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Secured Parties, will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement to any Secured Party or Party. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Grantor may take such action required to preserve any holder rights it has by way of a Noterights of subrogation as consented to by the Administrative Agent in its reasonable discretion.

Postponement of Subrogation, etc. The No Grantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the irrevocable termination of all Commitments. Any amount paid to the a Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations and the irrevocable termination of all Commitments shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 7.3; provided, however, that if (a) the any Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently irrevocably terminated, each Secured Party and each holder of a Note agrees that, at the such Grantor's requestrequest and expense, the Secured Parties and the holders of the Notes will execute and deliver to the applicable Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations remain outstanding or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsFixed Assets Termination Date. Any amount paid to the Grantor Pledgor on account of any payment made hereunder prior to the payment in full of all Secured Obligations Fixed Assets Termination Date shall be held in trust for the benefit of the Fixed Assets Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the ratable benefit of the Fixed Assets Secured Parties and each holder of a Note Parties, and credited and applied against the Secured Fixed Assets Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Pledgor has made payment to the Administrative Agent for the ratable benefit of the Fixed Assets Secured Parties and each holder of a Note of all or any part of the Secured Fixed Assets Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Fixed Assets Termination Date has occurred, each Fixed Assets Secured Party and each holder of a Note agrees that, at the GrantorPledgor's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Fixed Assets Secured Parties, will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Fixed Assets Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstandingprior to the Fixed Assets Termination Date, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party the Administrative Agent or any holder of a NoteFixed Assets Secured Party.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of GFI and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of GFI and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of GFI and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of GFI or any other Obligor, and (b) all Secured Obligations of GFI and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of GFI and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower GFI or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor WWI will not exercise any rights which it may acquire by reason way of rights of subrogation by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until prior to the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsFinal Termination Date. Any amount paid to the Grantor WWI on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Final Termination Date shall be held in trust for the benefit of the Secured Parties Lenders and each holder of a Note and/or Additional TLC and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor WWI has made payment to the Secured Parties Lenders and each holder of a Note of all or any part of the Secured Guaranteed Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Final Termination Date has occurred, each Secured Party Lender and each holder of a Note agrees that, at the GrantorWWI's request, the Secured Parties Administrative Agent, on behalf of the Lenders and the holders of the Notes Notes, will execute and deliver to the Grantor WWI appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor WWI of an interest in the Secured Guaranteed Obligations resulting from such payment by the GrantorWWI. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Final Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor WWI shall refrain from taking any action or commencing any proceeding against a the SP1 Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement to any Secured Party Lender or any holder of a NoteNote and/or Additional TLC; PROVIDED, HOWEVER, that WWI may make any necessary filings solely to preserve its claims against the SP1 Borrower.

Postponement of Subrogation, etc. The Grantor WWI will not exercise any rights which it may acquire by reason way of rights of subrogation by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until prior to the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsFinal Termination Date. Any amount paid to the Grantor WWI on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Final Termination Date shall be held in trust for the benefit of the Secured Parties Lenders and each holder of a Note and/or Additional TLC and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor WWI has made payment to the Secured Parties Lenders and each holder of a Note of all or any part of the Secured Guaranteed Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Final Termination Date has occurred, each Secured Party Lender and each holder of a Note agrees that, at the Grantor's WWI’s request, the Secured Parties Administrative Agent, on behalf of the Lenders and the holders of the Notes Notes, will execute and deliver to the Grantor WWI appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor WWI of an interest in the Secured Guaranteed Obligations resulting from such payment by the GrantorWWI. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Final Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor WWI shall refrain from taking any action or commencing any proceeding against a the SP1 Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement to any Secured Party Lender or any holder of a NoteNote and/or Additional TLC; provided, however, that WWI may make any necessary filings solely to preserve its claims against the SP1 Borrower.

Postponement of Subrogation, etc. The Grantor Each Designated Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article IX, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article IX or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination or expiration of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Designated Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor each Designated Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower and each other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired, all Rate Protection Agreements have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorany Designated Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor applicable Designated Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Designated Guarantor of an interest in the Secured Obligations of the Borrower or such other Obligor, as the case may be, resulting from such payment by the Grantorsuch Designated Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Designated Guarantor shall refrain from taking any action or commencing any proceeding against a each of the Borrower or any and each other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article IX to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Borrower agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty contained in this Section 4.10, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty contained in this Section 4.10 or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsGuaranteed Obligations of each Account Party, the prior payment in full in cash of all Obligations of the Borrower, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Guaranteed Obligations of each Account Party shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsGuaranteed Obligations of each Account Party, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsGuaranteed Obligations of any Account Party, and (b) all Secured Guaranteed Obligations of each Account Party have been paid in fullfull in cash, all Obligations of the Borrower have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorBorrower's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Borrower of an interest in the Secured Guaranteed Obligations of each Account Party resulting from such payment by the GrantorBorrower. In furtherance of the foregoing, for so long as any Secured Obligations (including Guaranteed Obligations, Letters of Credit ) or Commitments remain outstanding, the Grantor Borrower shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or Account Party(or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty contained in this Security Agreement Section 4.10 to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; provided, however, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedfull in cash, each Secured Party and each holder of a Note agrees that, at the requesting Grantor's request’s request and sole expense, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments Obligations remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a Borrower the Company or any other Obligor Grantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Credit Document to which it is a party, nor shall the Grantor seek or be entitled to seek any contribution or reimbursement from any Credit Party, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Credit Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Collateral Agent for its benefit and the ratable benefit of each other Secured Parties and each holder Party in the exact form received by the Grantor (duly endorsed in favor of a Note and the Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 6.1; provided, however, that if (a) if the Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations and the Termination Date has occurred, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, then at the Grantor's request, the Secured Parties and the holders Collateral Agent (on behalf of the Notes will Secured Parties) will, at the expense of the Grantor, execute and deliver to the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstandingat all times prior to the Termination Date, the Grantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Credit Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Parent agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Parent on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Parent has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorParent's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Parent of an interest in the Secured Obligations of the Borrower resulting from such payment by the GrantorParent. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Parent shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article X to any Secured Party or any holder of a Note.. -107- 116

Postponement of Subrogation, etc. The Grantor Each Affiliate Guarantor hereby agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Guaranteed Obligations, until the termination or expiration prior payment in full in cash of all Letters obligations of Credit, such Affiliate Guarantor hereunder and the termination of all Term Loan Commitments. Any amount paid to the Grantor any Affiliate Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Guaranteed Obligations shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Term Note and shall immediately be paid to the Secured Administrative Agent for the benefit of the Lender Parties and each holder of a Term Note and credited and applied against the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Term Loan Agreement; provided, however, that if (a) the Grantor such Affiliate Guarantor has made payment to the Secured Lender Parties and each holder of a Term Note of all or any part of the Secured Guaranteed Obligations, and (b) all Secured Guaranteed Obligations have been paid in fullfull in cash, all Letters obligations of Credit such Affiliate Guarantor hereunder shall have been terminated or expired paid in full in cash and all Term Loan Commitments have been permanently terminated, each Secured Lender Party and each holder of a Term Note agrees that, at the Grantorsuch Affiliate Guarantor's request, the Secured Administrative Agent, on behalf of the Lender Parties and the holders of the Notes Term Notes, will execute and deliver to the Grantor such Affiliate Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Affiliate Guarantor of an interest in the Secured Guaranteed Obligations resulting from such payment by the Grantorsuch Affiliate Guarantor. In furtherance of the foregoing, for so long as any Secured Guaranteed Obligations, Letters obligations of Credit any Affiliate Guarantor hereunder or Term Loan Commitments remain outstanding, the Grantor each Affiliate Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its any of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts amount in respect of payments any payment made under this Security Agreement Guaranty to any Secured Lender Party or any holder of a Term Note; provided, however, that an Affiliate Guarantor may file appropriate proofs of claim in any bankruptcy or insolvency proceeding of the Borrower or any other Affiliate Guarantor; provided further, however, that such Affiliate Guarantor shall not accept any payment or distribution of cash, securities or other property in respect of any such proof of claim unless and until each of the conditions referred to in clause (b) of the proviso to the preceding sentence shall have occurred and, in the event such Affiliate Guarantor shall in any case receive or be entitled to receive any such payment or distribution in contravention of this proviso, such payment or distribution shall be received and held in trust for, and/or shall be promptly paid over or delivered to, the Lender Parties to the extent necessary to pay the Guaranteed Obligations and other obligations referred to in such clause (b) in full.

Postponement of Subrogation, etc. The Grantor Parent agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Section 10.13, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Section 10.13 or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Parent on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if: (a) the Grantor Parent has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, Obligations of the Borrower; and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, ; each Secured Party and each holder of a Note agrees that, at the GrantorParent's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Parent of an interest in the Secured Obligations of the Borrower resulting from such payment by the GrantorParent. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Parent shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Section 10.13 to any Secured Party or any holder of a Note.. -97- 105

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the requesting Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Commitments or Letters of Credit remain outstanding or Commitments remain outstandingany Rate Protection Agreement remains in full force and effect, the each Grantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security and Pledge Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsCurrent Assets Termination Date. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full of all Secured Obligations Current Assets Termination Date shall be held in trust for the benefit of the Current Assets Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the ratable benefit of the Current Assets Secured Parties and each holder of a Note and credited and applied against the Secured Current Assets Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if: (a) the such Grantor has made payment to the Administrative Agent for the ratable benefit of the Current Assets Secured Parties and each holder of a Note of all or any part of the Secured Current Assets Obligations, ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Current Assets Termination Date has occurred, each Current Assets Secured Party and each holder of a Note agrees that, at the requesting Grantor's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Current Assets Secured Parties, will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Current Assets Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligationsprior to the Current Assets Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party the Administrative Agent or any holder of a Noteother Current Assets Secured Party.

Postponement of Subrogation, etc. The Grantor Each Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, immediately available funds of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor such Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in immediately available funds of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor each Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower or any other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in immediately available funds, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantoreach Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor each Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor each Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the Grantoreach Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any other Loan Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties and each holder in the exact form received by such Guarantor (duly endorsed in favor of a Note and the Administrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSECTION 2.8; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor any Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, the Termination Date has occurred; then at the Grantorsuch Guarantor's request, the Secured Parties and the holders Administrative Agent, (on behalf of the Notes will Secured Parties) will, at the expense of such Guarantor, execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Guarantor. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or Party. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Guarantor may take such action required to preserve any holder rights it has by way of a Noterights of subrogation as consented to by the Administrative Agent in its reasonable discretion.

Postponement of Subrogation, etc. The Grantor Parent agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guarantee set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guarantee set forth in this Article X or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor Parent on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured monetary Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note Beneficiaries and shall immediately be paid to the Secured Parties and each holder Administrative Agent for the benefit of a Note the Beneficiaries and credited and applied against the Secured Obligationsmonetary Obligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Parent has made payment to the Secured Parties and each holder of a Note Beneficiaries of all or any part of the Secured Obligationsmonetary Obligations of the Borrower, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Termination Date has occurred, each Secured Party Lender and each holder of a Note agrees that, at the Grantor's Parent’s request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Beneficiaries, will execute and deliver to the Grantor Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Parent of an interest in the Secured monetary Obligations of the Borrower resulting from such payment by the GrantorParent. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Parent shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guarantee set forth in this Security Agreement Article X to any Secured Party Lender or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; provided, however, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedfull in cash, each Secured Party and each holder of a Note agrees that, at the such Grantor's request, the Secured Parties Trustee, on behalf of itself and the holders of the Notes Noteholders, will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments Obligations remain outstanding, the such Grantor shall refrain from taking any action or commencing any proceeding against a Borrower the Issuer Grantor or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Aegis agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Aegis on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties Lenders and each holder of a Note and shall immediately be paid to the Secured Parties Administrative Agent for the benefit of the Lenders and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor each Guarantor has made payment to the Secured Parties Lenders and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party Lender and each holder of a Note agrees that, at the Grantor's Aegis’s request, the Secured Parties Administrative Agent, on behalf of the Lenders and the holders of the Notes Notes, will execute and deliver to the Grantor Aegis appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Aegis of an interest in the Secured Obligations of the Borrower resulting from such payment by the GrantorAegis. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Aegis shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article X to any Secured Party Lender or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Credit Document to which it is a party, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any Credit Party, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Credit Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Collateral Agent for its benefit and the ratable benefit of each other Secured Parties and each holder Party in the exact form received by such Grantor (duly endorsed in favor of a Note and the Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 6.1; provided, however, that if (a) the if any Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations and the Termination Date has occurred, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, then at the such Grantor's request, the Secured Parties and the holders Collateral Agent (on behalf of the Notes will Secured Parties) will, at the expense of such Grantor, execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Credit Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cashimmediately available funds, of all Secured Obligations, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Pledgor on account of any payment made hereunder utilizing any Collateral or proceeds thereof prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited Administrative Agent and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 6.4; provided, however, that if (a) the Grantor Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorPledgor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstanding, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party utilizing Collateral or any holder of a Noteproceeds thereof to the Administrative Agent.

Postponement of Subrogation, etc. The Grantor Each Borrower Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower Debtor and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor any Borrower Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower Debtor and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of each Borrower Debtor and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor such Borrower Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of each Borrower Debtor, andand -107- 116 (b) all Secured Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Borrower Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower Guarantor of an interest in the Secured Obligations of the applicable Borrower Debtor resulting from such payment by the Grantorsuch Borrower Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor such Borrower Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor such Borrow Debtor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, immediately available funds of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations in immediately available funds Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower or any other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in immediately available funds, all Letters of Credit have been terminated or expired expired, and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor No Borrower will not exercise any rights which it may acquire by reason way of rights of subrogation under SECTION 3.4, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, Obligations of the termination or expiration of all Letters of Credit, Borrowers and the termination of all Commitmentseach other Obligor. Any amount paid to the Grantor any Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of the Borrowers and each other Obligor shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreementhereof; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor any Borrower has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured Obligations, Obligations of any other Borrower or any other Obligor; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the Grantorsuch Borrower's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Lender Parties, will execute and deliver to the Grantor such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower of an interest in the Secured Obligations of such other Borrower and each other Obligor resulting from such payment by the GrantorBorrower paying any such amount. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Borrower shall refrain from taking any action or commencing any proceeding against a Borrower the other Borrowers or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement the provisions of SECTION 3.4 to any Secured Party or any holder of a NoteLender Party.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the requesting Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Commitments or Letters of Credit remain outstanding or Commitments remain outstandingany Rate Protection Agreement remains in full force and effect, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The No Grantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the irrevocable termination of all Commitments, the termination or expiration of all Letters of Credit, Credit and the termination maturity of all CommitmentsAcceptances. Any amount paid to the a Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations Obligations, the termination or expiration of all Letters of Credit and the maturity of all Acceptances, shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 7.3; provided, however, that if (a) the any Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full in cash and all Commitments have been permanently irrevocably terminated, the Letters of Credit are terminated or expired and the Acceptances are matured, each Secured Party and each holder of a Note agrees that, at the such Grantor's requestrequest and expense, the Secured Parties and the holders of the Notes will execute and deliver to the applicable Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations remain outstanding or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement rights of subrogation under this Pledge Agreement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the Grantor Pledgor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Agent and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Pledgor has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the GrantorPledgor's request, the Secured Agent, on behalf of the Lender Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor the Guarantors (or its their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to proceeds of any Secured Collateral received by any Lender Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Borrower Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower Debtor and 104 each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor any Borrower Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower Debtor and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of each Borrower Debtor and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor such Borrower Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of each Borrower Debtor, and (b) all Secured Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Borrower Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower Guarantor of an interest in the Secured Obligations of the applicable Borrower Debtor resulting from such payment by the Grantorsuch Borrower Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor such Borrower Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor such Borrow Debtor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Borrower agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty contained in this Section 4.10, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty contained in this Section 4.10 or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsGuaranteed Obligations of each Account Party, the prior payment in full in cash of all Obligations of the Borrower, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Guaranteed Obligations of each Account Party shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsGuaranteed Obligations of each Account Party, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsGuaranteed Obligations of any Account Party, and (b) all Secured Guaranteed Obligations of each Account Party have been paid in fullfull in cash, all Obligations of the Borrower have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's Borrower’s request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Borrower of an interest in the Secured Guaranteed Obligations of each Account Party resulting from such payment by the GrantorBorrower. In furtherance of the foregoing, for so long as any Secured Obligations (including Guaranteed Obligations, Letters of Credit ) or Commitments remain outstanding, the Grantor Borrower shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Account Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty contained in this Security Agreement Section 4.10 to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Parent Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article IX, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article IX or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, Obligations of the termination or expiration of all Letters of Credit, Borrower and each other Obligor and the termination of all Commitmentsthe Term Loan Commitment. Any amount paid to the Grantor Parent Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Term Note and shall immediately be paid to the Secured Administrative Agent for the benefit of the Lender Parties and each holder of a Term Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Parent Guarantor has made payment to the Secured Lender Parties and each holder of a Term Note of all or any part of the Secured ObligationsObligations of the Borrower, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have and the Term Loan Commitment has been terminated or expired and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Term Note agrees that, at the GrantorParent Guarantor's request, the Secured Administrative Agent, on behalf of the Lender Parties and the holders of the Notes Term Notes, will execute and deliver to the Grantor Parent Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Parent Guarantor of an interest in the Secured Obligations of the Borrower resulting from such payment by the GrantorParent Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments the Term Loan Commitment remain outstanding, the Grantor Parent Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article IX to any Secured Lender Party or any holder of a Term Note.

Postponement of Subrogation, etc. The Grantor Each Guarantor hereby agrees that it will not exercise any rights which it may acquire by reason way of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor such Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower and each other Obligor, and (b) all Secured Obligations then due of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Guarantor's request, the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the Grantorsuch Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Credit, Rate Protection Agreements or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its any of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts amount in respect of payments any payment made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement rights of subrogation under this Pledge Agreement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the Grantor Pledgor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Pledgor has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the GrantorPledgor's request, the Secured Administrative Agent, on behalf of the Lender Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor the Guarantors (or its their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to proceeds of any Secured Collateral received by any Lender Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor None of the Guarantors will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration Obligations of all Letters of Credit, each Borrower and the termination of all Commitmentseach other Obligor. Any amount paid to the Grantor any such Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of each Borrower and each other obligor shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured ObligationsObligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor a Guarantor has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of any Borrower or any other Obligor, and (b) all Secured Obligations obligations of each Borrower and each other Obligor have been paid in full, all Letters of Credit have been terminated or expired, each Acceptance shall have matured or expired and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the Grantorsuch Guarantor's request, the Secured Administrative Agent, on behalf of the Lender Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations obligations of each Borrower and each other obligor resulting from such payment by the Grantorsuch Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit obligations or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Lender Party or any holder of a Note.

Postponement of Subrogation, etc. The No Grantor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the irrevocable termination of all Commitments, the termination or expiration of all Letters of Credit, Credit and the termination maturity of all CommitmentsAcceptances. Any amount paid to the a Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations Obligations, the termination or expiration of all Letters of Credit and the maturity of all Acceptances, shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 7.3; provided, however, that if (a) the any Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full in cash and all Commitments have been permanently irrevocably terminated, the Letters of Credit are terminated or expired and the Acceptances are matured, each Secured Party and each holder of a Note agrees that, at the such Grantor's requestrequest and expense, the Secured Parties and the holders of the Notes will execute and deliver to the applicable Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations remain outstanding or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Each Guarantor hereby agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor such Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower and each other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the Grantorsuch Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Credit, Rate Protection Agreements or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its any of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts amount in respect of payments any payment made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Parent Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article IX, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article IX or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination or expiration of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Parent Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor each Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired, all Rate Protection Agreements have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorany Parent Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor applicable Parent Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Parent Guarantor of an interest in the Secured Obligations of the Borrower resulting from such payment by the Grantorsuch Parent Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or -91- Commitments remain outstanding, the Grantor each Parent Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article IX to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor No Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsSatisfaction Date. Any amount paid to the Grantor any Pledgor on account of any payment made hereunder prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes and shall immediately be paid to the Collateral Agent, for the ratable benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes, and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; Indenture, provided, however, that if (a) the Grantor any Pledgor has made payment to the Collateral Agent for the ratable benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes of all or any part of the Secured Obligations, and (b) all the Satisfaction Date has occurred, the Collateral Agent, on behalf of the Holders of the Senior Secured Obligations have been paid in fullNotes, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Pledgor's request, the Secured Parties and the holders Collateral Agent, on behalf of the Notes Holders of the Senior Secured Notes, will execute and deliver to the Grantor such Pledgor appropriate documents (without recourse and without representation or warranty) warranty necessary to evidence the transfer by subrogation to the Grantor such Pledgor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Pledgor. In furtherance of the foregoing, for so long as any Secured Obligationsprior to the Satisfaction Date, Letters of Credit or Commitments remain outstanding, the Grantor each Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Guarantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any the Collateral Agent or the Holders of the Senior Secured Party or any holder of a NoteNotes.

Postponement of Subrogation, etc. The Grantor Each Designated Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this ARTICLE IX, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this ARTICLE IX or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination or expiration of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Designated Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor each Designated Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower and each other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired, all Rate Protection Agreements have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorany Designated Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor applicable Designated Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Designated Guarantor of an interest in the Secured Obligations of the Borrower or such other Obligor, as the case may be, resulting from such payment by the Grantorsuch Designated Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Designated Guarantor shall refrain from taking any action or commencing any proceeding against a each of the Borrower or any and each other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement ARTICLE IX to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Subsidiary Loan Party agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Subsidiary Loan Party seek or be entitled to seek any contribution or reimbursement from any Loan Party, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Loan Document or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and following the termination of all Commitmentsthe Commitments and the indefeasible repayment in full of all the Obligations. Any amount paid to the Grantor any Subsidiary Loan Party on account of any payment made hereunder such subrogation rights prior to the payment termination of all the Commitments and the indefeasible repayment in full of all Secured the Obligations shall be held in trust for the benefit of the Secured Parties Lenders and each holder of a Note Agents and shall immediately be paid and turned over to the Secured Parties Administrative Agent for the benefit of the Lenders and each holder Agents in the exact form received by such Subsidiary Loan Party (duly endorsed in favor of a Note and the Administrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 1.07 hereof; provided, however, that if (a) the Grantor if any Subsidiary Loan Party has made payment to the Secured Parties Lenders and each holder of a Note Agents of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all the Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, then at the Grantorsuch Subsidiary Loan Party's request, the Secured Parties and the holders Administrative Agent (on behalf of the Notes will Lenders and Agents) will, at the expense of such Subsidiary Loan Party, execute and deliver to the Grantor such Subsidiary Loan Party appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Subsidiary Loan Party of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured at all times prior to the termination of all the Commitments and the indefeasible repayment in full of all the Obligations, Letters of Credit or Commitments remain outstanding, the Grantor each Subsidiary Loan Party shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Loan Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement Guaranty to any Secured Party Lender or any holder of a NoteAgent.

Postponement of Subrogation, etc. The Grantor Holdings agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this ARTICLE X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this ARTICLE X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligationsmonetary Obligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Holdings on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured monetary Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligationsmonetary Obligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor Holdings has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligationsmonetary Obligations of either Borrower, and (b) all Secured monetary Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's Holdings' request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Holdings appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Holdings of an interest in the Secured monetary Obligations of the applicable Borrower resulting from such payment by the GrantorHoldings. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Holdings shall refrain from taking any action or commencing any proceeding against a either Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement ARTICLE X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Borrower agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any other Loan Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsRevolving Loan Commitment Termination Date. Any amount paid to the Grantor any Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Revolving Loan Commitment Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note Lenders and shall immediately be paid and turned over to the Secured Parties and each holder Agent for the benefit of a Note and the Lenders in the exact form received by such Borrower (duly endorsed in favor of the Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if if (a) the Grantor any Borrower has made payment to the Secured Parties and each holder of a Note Lenders of all or any part of the Secured Obligations, and ; and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, the Revolving Loan Commitment Termination Date has occurred; then at the Grantorsuch Borrower's request, the Secured Parties and the holders Agent, (on behalf of the Notes will Lenders) will, at the expense of such Borrower, execute and deliver to the Grantor such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Revolving Loan Commitment Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Borrower shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement any Loan Document to any Secured Party or any holder of a NoteLender.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters each Letter of CreditCredit (unless such Letter of Credit has been cash collateralized or a backstop letter of credit has been issued in favor of the relevant Issuing Bank, acceptable in form and substance to such Issuing Bank) and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower or any other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired (or have been cash collateralized or backstop letters of credit have been issued in favor of the relevant Issuing Bank, acceptable in form and substance to such Issuing Bank) and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the requesting Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Commitments or Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note Party and shall immediately be paid to the Secured Parties and each holder of a Note Party and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; providedPROVIDED, howeverHOWEVER, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note Party of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each the Secured Party and each holder of a Note agrees that, at the requesting Grantor's request, the Secured Parties and the holders of the Notes Party will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments Obligations remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a Borrower the Company or any other Obligor Grantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge and Security Agreement to any the Secured Party or any holder of a Note.Party. 11

Postponement of Subrogation, etc. The Each Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Security Agreement, by any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until after the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note Party and shall immediately be paid to the Secured Parties and each holder of a Note Party and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the : any Grantor has made payment to the Secured Parties and each holder of a Note Party of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired ; and all Commitments have been permanently terminated, each the Termination Date has occurred; then the Secured Party and each holder of a Note agrees that, at the such Grantor's ’s request, the Secured Parties and the holders of the Notes Party will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to the Secured Party. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Grantor may take such action required to preserve any rights it has by way of rights of subrogation as consented to by the Secured Party or any holder of a Note.in its reasonable discretion. REPRESENTATIONS AND WARRANTIES

Postponement of Subrogation, etc. The Each Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Notes Document to which it is a party, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any other Grantor, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Notes Document or otherwise, until prior to the prior payment, in full and in cash, first anniversary of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations shall Termination Date shall, be held in trust for the benefit of the Secured Parties and each holder of a Note Holders and shall immediately be paid and turned over to the Secured Parties Collateral Agent for its benefit and for the ratable benefit of each holder other Note Holder in the exact form received by such Grantor (duly endorsed in favor of a Note and the Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms clause (b) of the Credit AgreementSection 6.1; provided, however, that if (a) the if any Grantor has made payment to the Secured Parties and each holder of a Note Holders of all or any part of the Secured ObligationsObligations and the Termination Date has occurred more than one year preceding such request, and then at such Grantor’s request, the Collateral Agent (bon behalf of the Note Holders) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees thatwill, at the expense of such Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligations, Letters at all times prior to the first anniversary of Credit or Commitments remain outstandingthe Termination Date, the Grantor Grantors shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor the Notes Issuer (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteNote Holder.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of a Borrower or any other Obligor, and (b) all Secured Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's Guarantor'S request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of each Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Subsidiary Loan Party agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Subsidiary Loan Party seek or be entitled to seek any contribution or reimbursement from any Loan Party, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Loan Document or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and following the termination of all Commitmentsthe Commitments and the indefeasible repayment in full of all the Obligations. Any amount paid to the Grantor any Subsidiary Loan Party on account of any payment made hereunder such subrogation rights prior to the payment termination of all the Commitments and the indefeasible repayment in full of all Secured the Obligations shall be held in trust for the benefit of the Secured Parties Lenders and each holder of a Note Agents and shall immediately be paid and turned over to the Secured Parties Facility Agent for the benefit of the Lenders and each holder Agents in the exact form received by such Subsidiary Loan Party (duly endorsed in favor of a Note and the Facility Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 1.07 hereof; provided, however, that if (a) the Grantor if any Subsidiary Loan Party has made payment to the Secured Parties Lenders and each holder of a Note Agents of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all the Commitments have been permanently terminated, each Secured Party then at such Subsidiary Loan Party’s request, the Facility Agent (on behalf of the Lenders and each holder of a Note agrees thatAgents) will, at the Grantor's requestexpense of such Subsidiary Loan Party, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor such Subsidiary Loan Party appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Subsidiary Loan Party of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured at all times prior to the termination of all the Commitments and the indefeasible repayment in full of all the Obligations, Letters of Credit or Commitments remain outstanding, the Grantor each Subsidiary Loan Party shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Loan Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement Guaranty to any Secured Party Lender or any holder of a NoteAgent.

Postponement of Subrogation, etc. The Grantor Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Swap Contracts with any Secured Party and the termination of all Commitments. Any amount paid to the Grantor Pledgor on account of any payment made hereunder prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired expired, all Swap Contracts with any Secured Party have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's Pledgor’s request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Pledgor of an interest in the Secured Obligations resulting from such payment by the GrantorPledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstandingoutstanding or any Swap Contract with any Secured Party remains in full force and effect, the Grantor Pledgor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, indefeasible payment in full and in cash, cash of all Secured Obligations, Obligations of the termination or expiration of all Letters of Credit, Borrower and each other Obligor and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower or any other Obligor, and (b) all Secured Obligations of the Borrower and each other Obligor have been indefeasibly paid in full, all Letters of Credit have been terminated or expired full in cash and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Holdings agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligationsmonetary Obligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Each Borrower hereby permanently and irrevocably waives any such rights of subrogation it may acquire under the guaranty set forth in this Article X. Any amount paid to the Grantor Holdings on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured monetary Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligationsmonetary Obligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Holdings has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligationsmonetary Obligations of either Borrower, and (b) all Secured monetary Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's Holdings' request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Holdings appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Holdings of an interest in the Secured monetary Obligations of the applicable Borrower resulting from such payment by the GrantorHoldings. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Holdings shall refrain from taking any action or commencing any proceeding against a either Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor None of the Grantors will not exercise any rights which it may acquire by reason way of rights of subrogation under this Security Agreement, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Agent and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the any Grantor has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been indefeasibly paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the such Grantor's request, the Secured Agent, on behalf of the Lender Parties and the holders of the Notes Notes, will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Lender Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; provided, however, that if (a) the such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedfull in cash, each Secured Party and each holder of a Note agrees that, at the requesting Grantor's request’s request and sole expense, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments Obligations remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a Borrower the Issuer or any other Obligor Grantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Pledge and Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Holdings agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article X, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article X or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligationsmonetary Obligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Holdings on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured monetary Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured Obligationsmonetary Obligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Holdings has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligationsmonetary Obligations of either Borrower, and (b) all Secured monetary Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's Holdings' request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Holdings appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Holdings of an interest in the Secured monetary Obligations of the applicable Borrower resulting from such payment by the GrantorHoldings. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Holdings shall refrain from taking any action or commencing any proceeding against a either Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article X to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor will not exercise Each Guarantor hereby expressly waives, until the Obligations are paid in full, the Commitments are terminated, all Letters of Credit are terminated or expired and all Acceptances are matured, any rights which it may now have or hereafter acquire by reason of against Borrower or any payment made hereunder, whether Guarantor by way of subrogation, reimbursement reimbursement, contribution or setoff by virtue of any payment made pursuant to the terms hereof or otherwise and any claim, right or remedy which such Guarantor may now have or hereafter acquire against Borrower or any Guarantor that arises from the existence or performance by such Guarantor of its obligations hereunder, including any claim, right or remedy of any Agent or any Secured Creditor against Borrower or any security that any Agent or any Secured Creditor now has or hereafter acquires, that or not such claim, right or remedy arises in equity, under contract, by statute, under color of law or otherwise. If any amount shall be paid to any Guarantor on account of such subrogation, until reimbursement, contribution, setoff or other rights at any time when all the Obligations shall not have been paid in full, all the Commitments terminated, all Letters of Credit terminated or expired and all Acceptances matured, such amount shall be held by such Guarantor in trust for the benefit of the Agents and the Secured Creditors, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required) to be (after payment of any amounts payable to the Agents pursuant to Section 11.04 and 11.05 of the Credit Agreement) applied by the Administrative Agent for the ratable benefit of the Secured Creditors in the following order: first, against Obligations consisting of unpaid and outstanding interest on the Loans; second, ratably against Obligations consisting of unpaid and outstanding principal of the Revolving Loans, Obligations then due and owing under all outstanding Swap Contracts and Obligations consisting of unreimbursed and owing Special Facility Obligations and other similar obligations; third, to collateralize Obligations consisting of Special Facility Obligations and other similar obligations; and fourth, against any other remaining Obligations. The Administrative Agent may assume that no Obligations are outstanding with respect to Swap Contracts unless it has received written notice thereof in accordance with this Guaranty prior paymentto any such application by it, and if so notified may rely upon and deal with the Secured Creditor party to such Swap Contract as to Obligations thereunder. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full and in cash, of all Secured Obligationsthe Obligations (other than indemnities, costs and expenses that survive termination of a Loan Document but as to which demand for payment has not then been made), the termination of all Commitments, the termination or expiration of all Letters of Credit, Credit and the termination maturity of all Commitments. Any amount Acceptances shall be paid over to Borrower or to any other Person notified in writing to the Grantor on account of any payment made hereunder prior Administrative Agent that may be lawfully entitled to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor of an interest in the Secured Obligations resulting from receive such payment by the Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstanding, the Grantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a Notesurplus.

Postponement of Subrogation, etc. The Grantor Each Assignor hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsSatisfaction Date. Any amount paid to the Grantor any Assignor on account of any payment made hereunder prior to the payment in full of all Secured Obligations Satisfaction Date shall be held in trust for the benefit of the Collateral Agent and the Holders of the Senior Secured Parties and each holder of a Note Notes and shall immediately be paid to the Collateral Agent for the ratable benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementIndenture; provided, however, that if: (a) the Grantor such Assignor has made payment to the Collateral Agent for the ratable benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes of all or any part of the Secured Obligations, ; and (b) all the Satisfaction Date has occurred, the Collateral Agent, on behalf of the Holders of the Senior Secured Obligations have been paid in fullNotes, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorrequesting Assignor's request, the Secured Parties Collateral Agent, on behalf of the Collateral Agent and the holders Holders of the Notes Senior Secured Notes, will execute and deliver to the Grantor such Assignor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Assignor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Assignor. In furtherance of the foregoing, for so long as any Secured Obligationsprior to the Satisfaction Date, Letters of Credit or Commitments remain outstanding, the Grantor each Assignor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Assignor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any the Collateral Agent or Holders of the Senior Secured Party or any holder of a NoteNotes.

Postponement of Subrogation, etc. The Grantor Each Subsidiary Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty set forth in this Article XII, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty set forth in this Article XII or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor any Subsidiary Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor such Subsidiary Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower, and (b) all Secured Obligations of the Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Subsidiary Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Subsidiary Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Subsidiary Guarantor of an interest in the Secured Obligations of the Borrower resulting from such payment by the Grantorsuch Subsidiary Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Subsidiary Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty set forth in this Security Agreement Article XII to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of New GFI, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of New GFI shall be held in trust for the benefit of the Secured Parties and each holder of a Note, the New GFI Lease and the New GFI Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note, the New GFI Lease or the New GFI Note and credited and applied against the Secured ObligationsObligations of New GFI, whether matured or unmatured, in accordance with the terms of the New GFI Credit Agreement, the New GFI Lease, the New GFI Purchase Agreement and the New GFI Note; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note, the New GFI Lease and the New GFI Note of all or any part of the Secured ObligationsObligations of New GFI, and (b) all Secured Obligations of New GFI have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note, the New GFI Lease and the New GFI Note agrees that, at the GrantorGuarantor's request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, the New GFI Lease and the New GFI Note, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of New GFI resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor New GFI (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note, the New GFI Lease or the New GFI Note.

Postponement of Subrogation, etc. The Grantor Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of or cash collateralization in full of all Secured ObligationsObligations of the Borrowers and each other Obligor, the termination termination, expiration or expiration cash collateralization of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of the Borrowers and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Agents for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of Exhibit 4.13 the Secured ObligationsObligations of the Borrowers or any other Obligor, and (b) all Secured Obligations of the Borrowers and each other Obligor have been paid in full in cash or cash collateralization in full, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Agents, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of the Borrowers and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Borrower agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any Borrower, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any other Loan Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the Grantor any Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties and each holder in the exact form received by such Borrower (duly endorsed in favor of a Note and the Administrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit AgreementSection 4.8; provided, however, that if if (a) the Grantor any Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and ; and (b) all the Termination Date has occurred; then at such Borrower’s request, the Administrative Agent (on behalf of the Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees thatParties) will, at the Grantor's requestexpense of such Borrower, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the Grantor each Borrower shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement any Loan Document to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Each Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor any Pledgor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor such Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Pledgor's request, the Secured Parties and the holders of the Notes will execute and deliver to the Grantor such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Pledgor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Pledgor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstanding, the Grantor such Pledgor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any Secured Party or any holder of a Note.. ARTICLE _______________ -11- 189 REPRESENTATIONS AND WARRANTIES

Postponement of Subrogation, etc. The Grantor U.S. Borrower will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, in full and in cash, of all Secured ObligationsObligations of each Foreign Borrower, each Warnaco Sub Borrower, the termination or expiration of all Letters of CreditSub Borrower, each other Guaranteed Party and the termination of all Commitmentseach other Obligor. Any amount paid to the Grantor U.S. Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of each Foreign Borrower, each Warnaco Sub Borrower, the Sub Borrower, each other Guaranteed Party and each other Obligor shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured ObligationsObligations of each Foreign Borrower, each Warnaco Sub Borrower, the Sub Borrower, each other Guaranteed Party and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor U.S. Borrower has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of any Foreign Borrower, any Warnaco Sub Borrower, the Sub Borrower, any other Guaranteed Party or any other Obligor; and (b) all Secured Obligations of each Foreign Borrower, each Warnaco Sub Borrower, the Sub Borrower, each other Guaranteed Party and each other Obligor have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, ; each Secured Lender Party and each holder of a Note agrees that, at the GrantorU.S. Borrower's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Lender Parties, will execute and deliver to the Grantor U.S. Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor U.S. Borrower of an interest in the Secured Obligations of each Foreign Borrower, each Warnaco Sub Borrower, the Sub Borrower, each other Guaranteed Party and each other Obligor resulting from such payment by the GrantorU.S. Borrower. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor U.S. Borrower shall refrain from taking any action or commencing any proceeding against a Borrower any Foreign Borrower, any Warnaco Sub Borrower, the Sub Borrower, any other Guaranteed Party or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a NoteLender Party.

Postponement of Subrogation, etc. The Each Grantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under any Loan Document to which it is a party, nor shall any Grantor seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, whether by way of subrogation, reimbursement under any Loan Document or otherwise, until following the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsTermination Date. Any amount paid to the any Grantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations Termination Date shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent for its benefit and the ratable benefit of each other Secured Parties and each holder Party in the exact form received by such Grantor (duly endorsed in favor of a Note and the Administrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms clause (b) of the Credit AgreementSection 6.1; provided, however, provided that if (a) the if any Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Administrative Agent (on behalf of the Secured Obligations, and (bParties) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees thatwill, at the expense of such Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the Grantorpayment. In furtherance of the foregoing, for so long as any Secured Obligationsat all times prior to the Termination Date, Letters of Credit or Commitments remain outstanding, the each Grantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor Guarantor will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration obligations of all Letters of Credit, each Borrower and the termination of all Commitmentseach other Obligor. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured ObligationsObligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of any Borrower or any other Obligor, and (b) all Secured Obligations of each Borrower and each other Obligor have been paid in full, all Letters of Credit have been terminated or expired, each Acceptance shall have matured or expired and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the GrantorGuarantor's request, the Secured Administrative Agent, on behalf of the Lender Parties and the holders of the Notes Notes, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of each Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement Guaranty to any Secured Lender Party or any holder of a Note.

Postponement of Subrogation, etc. The Each Grantor hereby -------------------------------- agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all Commitments. Any amount paid to the any Grantor on account of any payment made hereunder prior to the payment in full in cash of all Secured Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Term Note and shall immediately be paid to the Secured Parties and each holder of a Term Note and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Term Loan Agreement; provided, -------- however, that ifif ------- (a) the such Grantor has made payment to the Secured Parties and each holder of a Term Note of all or any part of the Secured Obligations, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedfull in cash, each Secured Party and each holder of a Term Note agrees that, at the such Grantor's request, the Secured Parties and the holders of the Notes will execute and deliver to the such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Grantor of an interest in the Secured Obligations resulting from such payment by the such Grantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments Obligations remain outstanding, the such Grantor shall refrain from taking any action or commencing any proceeding against a the Borrower Grantor or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Agreement to any Secured Party or any holder of a Term Note.

Postponement of Subrogation, etc. The Grantor U.S. Borrower will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, in full and in cash, of all Secured ObligationsObligations of the Foreign Borrower, the termination or expiration of all Letters of Credit, each other L/C Party and the termination of all Commitmentseach other Obligor. Any amount paid to the Grantor U.S. Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of the Foreign Borrower, each other L/C Party and each other Obligor shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured ObligationsObligations of the Foreign Borrower, each other L/C Party and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor U.S. Borrower has made payment to the Secured Lender Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Foreign Borrower, any other L/C Party or any other Obligor; and (b) all Secured Obligations of the Foreign Borrower, each other L/C Party and each other Obligor have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, ; each Secured Lender Party and each holder of a Note agrees that, at the GrantorU.S. Borrower's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Lender Parties, will execute and deliver to the Grantor U.S. Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor U.S. Borrower of an interest in the Secured Obligations of the Foreign Borrower, each other L/C Party and each other Obligor resulting from such payment by the GrantorU.S. Borrower. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor U.S. Borrower shall refrain from taking any action or commencing any proceeding against a Borrower the Foreign Borrower, any other L/C Party or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a NoteLender Party.

Postponement of Subrogation, etc. The Grantor Borrower agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under the guaranty contained in this Section 4.10, by any payment made hereunder, whether by way of subrogation, reimbursement under the guaranty contained in this Section 4.10 or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsGuaranteed Obligations of each Account Party, the prior payment in full in cash of all Obligations of the Borrower, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Guaranteed Obligations of each Account Party shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsGuaranteed Obligations of each Account Party, whether matured or unmatured, in accordance with the terms of the Credit this Agreement; provided, however, that if (a) the Grantor Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsGuaranteed Obligations of any Account Party, and (b) all Secured Guaranteed Obligations of each Account Party have been paid in fullfull in cash, all Obligations of the Borrower have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the GrantorBorrower's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Secured Parties, will execute and deliver to the Grantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Borrower of an interest in the Secured Guaranteed Obligations of each Account Party resulting from such payment by the GrantorBorrower. In furtherance of the foregoing, for so long as any Secured Obligations (including Guaranteed Obligations, Letters of Credit ) or Commitments remain outstanding, the Grantor Borrower shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Account Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty contained in this Security Agreement Section 4.10 to any Secured Party or any holder of a NoteParty.

Postponement of Subrogation, etc. The Grantor No Borrower will not --------------------------------- exercise any rights which it may acquire by reason way of rights of subrogation under Section 3.4, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the ----------- prior payment, in full and in cash, of all Secured Obligations, Obligations of the termination or expiration of all Letters of Credit, Borrowers and the termination of all Commitmentseach other Obligor. Any amount paid to the Grantor any Borrower on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of the Borrowers and each other Obligor shall be held in trust for the benefit of the Secured Lender Parties and each holder of a Note and shall immediately be paid to the Secured Parties and each holder of a Note Administrative Agent and credited and applied against the Secured ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreementhereof; provided, however, that if if (a) the Grantor any Borrower has made payment to the Secured -------- ------- Lender Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of any other Borrower or any other Obligor, and and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired full and all Commitments have been permanently terminated, each Secured Lender Party and each holder of a Note agrees that, at the Grantorsuch Borrower's request, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Lender Parties, will execute and deliver to the Grantor such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Borrower of an interest in the Secured Obligations of such other Borrower and each other Obligor resulting from such payment by the GrantorBorrower paying any such amount. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Borrower shall refrain from taking any action or commencing any proceeding against a Borrower the other Borrowers or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement the provisions of Section 3.4 to any Secured Party or any holder of a Note.Lender Party. -----------

Postponement of Subrogation, etc. The Grantor Each Subsidiary Guarantor hereby agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured Guaranteed Obligations, until the termination or expiration prior payment in full in cash of all Letters obligations of Credit, such Subsidiary Guarantor hereunder and the termination of all Term Loan Commitments. Any amount paid to the Grantor any Subsidiary Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Guaranteed Obligations shall be held in trust for the benefit of the Secured Parties and each holder of a Term Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Term Note and credited and applied against the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Term Loan Agreement; provided, however, that if (a) the Grantor such Subsidiary Guarantor has made payment to the Secured Parties and each holder of a Term Note of all or any part of the Secured Guaranteed Obligations, and (b) all Secured Guaranteed Obligations have been paid in fullfull in cash, all Letters obligations of Credit such Subsidiary Guarantor hereunder shall have been terminated or expired paid in full in cash and all Term Loan Commitments have been permanently terminated, each Secured Party and each holder of a Term Note agrees that, at the Grantorsuch Subsidiary Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Term Notes, will execute and deliver to the Grantor such Subsidiary Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Subsidiary Guarantor of an interest in the Secured Guaranteed Obligations resulting from such payment by the Grantorsuch Subsidiary Guarantor. In furtherance of the foregoing, for so long as any Secured Guaranteed Obligations, Letters obligations of Credit any Guarantor hereunder or Term Loan Commitments remain outstanding, the Grantor each Subsidiary Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its any of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts amount in respect of payments any payment made under this Security Agreement Guaranty to any Secured Party or any holder of a Term Note; provided, however, that a Subsidiary Guarantor may file appropriate proofs of claim in any bankruptcy or insolvency proceeding of the Borrower or any other Subsidiary Guarantor; provided further, however, that such Subsidiary Guarantor shall not accept any payment or distribution of cash, securities or other property in respect of any such proof of claim unless and until each of the conditions referred to in clause (b) of the proviso to the preceding sentence shall have occurred and, in the event such Subsidiary Guarantor shall in any case receive or be entitled to receive any such payment or distribution in contravention of this proviso, such payment or distribution shall be received and held in trust for, and/or shall be promptly paid over or delivered to, the Secured Parties to the extent necessary to pay the Guaranteed Obligations and other obligations referred to in such clause (b) in full.

Postponement of Subrogation, etc. The Grantor No Pledgor will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Secured Obligations, the termination or expiration of all Letters of Credit, and the termination of all CommitmentsSatisfaction Date. Any amount paid to the Grantor any Pledgor on account of any payment made hereunder prior to the payment in full of all Secured Obligations shall be held in trust for the benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes and shall immediately be paid to the Collateral Agent, for the ratable benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes, and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement; Indenture, provided, however, that if (a) the Grantor any Pledgor has made payment to the Collateral Agent for the ratable benefit of the Holders of the Senior Secured Parties and each holder of a Note Notes of all or any part of the Secured Obligations, and (b) all the Satisfaction Date has occurred, the Collateral Agent, on behalf of the Holders of the Senior Secured Obligations have been paid in fullNotes, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Pledgor's request, the Secured Parties and the holders Collateral Agent, on behalf of the Notes Holders of the Senior Secured Notes, will execute and deliver to the Grantor such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Pledgor of an interest in the Secured Obligations resulting from such payment by the Grantorsuch Pledgor. In furtherance of the foregoing, for so long as any Secured Obligationsprior to the Satisfaction Date, Letters of Credit or Commitments remain outstanding, the Grantor each Pledgor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor Guarantor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Security Pledge Agreement to any the Collateral Agent or the Holders of the Senior Secured Party or any holder of a NoteNotes.

Postponement of Subrogation, etc. The Grantor Each Guarantor hereby agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; providedPROVIDED, howeverHOWEVER, that if (a) the Grantor such Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of any Borrower or any other Obligor, and (b) all Secured Obligations have been paid in fullfull in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations of such applicable Borrower or such applicable Obligor resulting from such payment by the Grantorsuch Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Credit, Rate Protection Agreements or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a any Borrower or any other Obligor (or its any of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts amount in respect of payments any payment made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Each Guarantor agrees that it will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, until the prior payment, payment in full and in cash, cash of all Secured ObligationsObligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit, Credit and the termination of all Commitments. Any amount paid to the Grantor any Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full in cash of all Secured Obligations of each Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Collateral Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations each Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor any Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of a Borrower or any other Obligor, and (b) all Secured Obligations of each Borrower and each other Obligor have been paid in fullfull in cash, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Grantorsuch Guarantor's request, the Collateral Agent, on behalf of the Secured Parties and the holders of the Notes Notes, will execute and deliver to the Grantor such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor such Guarantor of an interest in the Secured Obligations of each Borrower and each other Obligor resulting from such payment by the Grantorsuch Guarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against a Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a Note.

Postponement of Subrogation, etc. The Grantor Guarantor will not exercise any rights which it may acquire by reason way of rights of subrogation under this Guaranty, by any payment made hereunder, whether by way of subrogation, reimbursement hereunder or otherwise, otherwise (not including payments expressly permitted to be made under the Credit Agreement) until the prior payment, in full and in cash, of all Secured ObligationsObligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments. Any amount paid to the Grantor Guarantor on account of any payment made hereunder such subrogation rights prior to the payment in full of all Secured Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Secured Parties and each holder of a Note and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and each holder of a Note and credited and applied against the Secured ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) the Grantor Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Secured ObligationsObligations of the Borrower or any other Obligor, and (b) all Secured Obligations have been paid in full, all Letters of Credit have been terminated or expired and all Commitments have been permanently terminatedthe Termination Date has occurred, each Secured Party and each holder of a Note agrees that, at the GrantorGuarantor's requestrequest and expense, the Secured Parties and the holders Administrative Agent, on behalf of the Notes Secured Parties, will execute and deliver to the Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor Guarantor of an interest in the Secured Obligations of the Borrower and each other Obligor resulting from such payment by the GrantorGuarantor. In furtherance of the foregoing, for so long as any Secured Obligations, Letters of Credit or Commitments remain outstandingprior to the Termination Date, the Grantor Guarantor shall refrain from taking any action or commencing any proceeding against a the Borrower or any other Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Security Agreement Guaranty to any Secured Party or any holder of a NoteParty.