Common use of Postponement of Subrogation Clause in Contracts

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiaries, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries (or their 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 Lender.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiaries, in respect of any payment made by such Grantor under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries (or their 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 Lender.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which that it may acquire by way of rights of subrogation under any Loan Transaction Document to which it is a party until following after the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiariesother Grantor, in respect of any payment made under any Loan Transaction Document or otherwise, until following the occurrence of the Termination Date. Any amount paid to any such Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Collateral Agent for the benefit of the Secured Parties in the exact form received by such Grantor (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 6.1(b)7.2; provided that if such Grantor has made payment to the Lender Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender Collateral Agent (on behalf of the Secured Parties) will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an the Collateral Agent’s or any Secured Party’s interest in the Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Grantor (or their 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 Lenderany Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from Holdings, the Borrower or any of the Subsidiaries, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against Holdings, the Borrower or any of the Subsidiaries (or their 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 Lender. CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2 Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted materials have been filed separately with the Securities and Exchange Commission.

Postponement of Subrogation. Each Grantor The Pledgor agrees that prior to the Termination Date it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Dateparty. No Grantor The Pledgor shall not seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor the Pledgor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor the Pledgor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)6.1; provided that if such Grantor the Pledgor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s the Pledgor's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Grantorthe Pledgor, execute and deliver to such Grantor the Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Pledgor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor the Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Obligor (or their 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 the Lenderany Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower Borrower, Holdings or any of the Subsidiariesother Grantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Grantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender Administrative Agent of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender Administrative Agent will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Borrower, Holdings or any of the Subsidiaries other Grantor (or their 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 LenderAdministrative Agent or any other Secured Party.

Postponement of Subrogation. Each Grantor Pledgor agrees that it will not exercise any rights against another Grantor Pledgor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor Pledgor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor such Pledgor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor Pledgor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)6.1; provided that if such Grantor Pledgor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such GrantorPledgor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorPledgor, execute and deliver to such Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Pledgor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Loan Party (or their 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 Lenderany Secured Party.

Postponement of Subrogation. Each Grantor The Company agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiariesthis Article X, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Foreign Borrowers and each other Obligor. Any amount paid to any Grantor the Company on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of the Foreign Borrowers and each other Obligor shall be held in trust for the benefit of the Lender Lenders and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be Lenders and credited and applied against the Obligations, Obligations of the Foreign Borrowers and each other Obligor whether matured or unmatured, in accordance with Section 6.1(b)the terms of this Agreement; provided provided, however, that if such Grantor has made payment to the Lender of all or any part Obligations of the Obligations Foreign Borrowers and each other Obligor have been paid in full and all Commitments have been permanently terminated, each Lender agrees that, at the Termination Date has occurred, then at such Grantor’s Company's request, the Lender will, at the expense of such Grantor, Lenders will execute and deliver to such Grantor the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Company of an interest in the Obligations of the Foreign Borrowers and each other Obligor resulting from such paymentpayment by the Company. In furtherance of the foregoing, at all times prior to for so long as any Obligations of any Foreign Borrowers or any Commitments remain outstanding, the Termination Date, such Grantor Company shall refrain from taking any action or commencing any proceeding against the any Foreign Borrower or any of the Subsidiaries other Obligor (or their its successors or assigns), whether in connection with a bankruptcy proceeding or otherwise) otherwise to recover any amounts in respect of payments made under this Security Agreement Article X to the any Lender.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from Holdings, the Borrower or any of the Subsidiaries, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against Holdings, the Borrower or any of the Subsidiaries (or their 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 Lender.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower any Loan Party or any of the its respective Subsidiaries, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Grantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender Administrative Agent of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s written request, the Lender Administrative Agent will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower any Loan Party or any of the its respective Subsidiaries (or their 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 LenderAdministrative Agent or any other Secured Party.

Postponement of Subrogation. Each Grantor Guarantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiariesthis Guaranty, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Borrower and each other Obligor and the termination of all Commitments. Any amount paid to any Grantor such Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Lender Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor Parties and each holder of the Lender, if required), to be a Note and credited and applied against the ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with Section 6.1(b)the terms of the Credit Agreement; provided provided, however, that if such Grantor has made payment to the Lender of all or any part Obligations of the Obligations Borrower and the Termination Date has occurredeach other Obligor have been paid in full and all Commitments have been permanently terminated, then each Lender Party and each holder of a Note agrees that, at such Grantor’s Guarantor's request, the Lender will, at Parties and the expense holders of such Grantor, the Notes will execute and deliver to such Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Guarantor of an interest in the Obligations of the Borrower and each other Obligor resulting from such paymentpayment by such Guarantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding, such Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries other Obligor (or their 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 the Lenderany Lender Party or any holder of a Note.

Postponement of Subrogation. Each Grantor agrees that that, at any time prior to the Termination Date, it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Dateparty. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any such Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)6.1; provided that if such Grantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Obligor (or their 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 Lenderany Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise Notwithstanding any rights against another Grantor which it may acquire payment made by way any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall seek to enforce any right of subrogation in respect of any of the rights of subrogation under the Administrative Agent or any Loan Document to which it is a party until following other Secured Party against the Termination Date. No Grantor Borrower or any Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall seek or be entitled to any Guarantor seek any contribution or reimbursement from the Borrower or any of the Subsidiaries, other Guarantor in respect of any payment payments made under any Loan Document or otherwiseby such Guarantor hereunder, until following the Termination Date. Any If any amount shall be paid to any Grantor Guarantor on account of any such subrogation rights at any time prior to the Termination Date Date, such amount shall be held by such Guarantor in trust for the benefit Administrative Agent and the other Secured Parties, segregated from other funds of the Lender such Guarantor, and shall immediately shall, forthwith upon receipt by such Guarantor, be paid and turned over to the Lender Administrative Agent in substantially the exact same form received by such Grantor Guarantor (duly endorsed in favor of indorsed by such Guarantor to the LenderAdministrative Agent, if required), to be credited and applied against the Obligations in the following order: first, to unpaid and unreimbursed documented out-of-pocket costs, expenses and fees of the Administrative Agent, second, to the Administrative Agent, for application by it toward payment of all amounts then due and owing and remaining unpaid in respect of the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment pro rata among the Secured Parties according to the Lender of all or any part amount of the Obligations then due and owing and remaining unpaid and sufficient to Cash Collateralize all Letters of Credit outstanding on the Termination Date has occurreddate of any distribution, and if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit outstanding, then at such Grantor’s request, the Lender will, at the expense ratably (without priority of such Grantor, execute and deliver any one over any other) to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest Secured Parties in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior proportion to the Termination Dateunpaid amounts thereof and to Cash Collateralize the Letters of Credit outstanding, such Grantor and third, any surplus then remaining shall refrain from taking any action or commencing any proceeding against be paid to the Borrower or any of the Subsidiaries (applicable Loan Parties or their successors or assignsassigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. For the avoidance of doubt, whether nothing in connection with the foregoing agreement by the Guarantor shall operate as a bankruptcy proceeding or otherwise) to recover waiver of any amounts in respect of payments made under this Security Agreement to the Lendersubrogation rights.

Postponement of Subrogation. Each Grantor Pledgor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under this Pledge Agreement or any other Loan Document to which it is a party until following the Termination Date. No Grantor party, nor shall any Pledgor seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesLoan Party, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Final Termination Date. Any amount paid to any Grantor Pledgor on account of any such subrogation rights prior to the Final Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor Pledgor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the ObligationsObligation, whether matured or unmatured, in accordance with Section 6.1(b)6.1; provided provided, however, that if such Grantor any Pledgor has made payment to the Lender Secured Parties of all or any part of the Obligations Obligation; and the Final Termination Date has occurred, ; then at such Grantor’s Pledgor's request, the Lender Administrative Agent, (on behalf of the Secured Parties) will, at the expense of such GrantorPledgor, execute and deliver to such Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Pledgor of an interest in the Obligations Obligation resulting from such payment. In furtherance of the foregoing, at all times prior to the Final Termination Date, such Grantor Date each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Loan Party (or their 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 Pledge Agreement to the Lenderany Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Basic Document to which it is a party until following the Termination Dateparty. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesObligor, in respect of any payment made under any Loan Basic Document or otherwise, until following the later of (x) the Revolving Credit Commitment Termination DateDate and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder shall have occurred. Any amount paid to any such Grantor on account of any such subrogation rights prior to the later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder, shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Agent for the benefit of the Secured Parties in the exact form received by such Grantor (duly endorsed in favor of the LenderAgent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)6.01; provided that if such Grantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder has occurred, then at such Grantor’s request, the Lender Agent (on behalf of the Secured Parties) will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the later of (x) the Revolving Credit Commitment Termination DateDate and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Obligor (or their 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 Lenderany Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document or other applicable agreement under which such Obligations arise to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower Company or any of the its Subsidiaries, in respect of any payment made under any Loan Document or other applicable agreement under which such Obligations arise or otherwise, until following the Termination Date. Any amount paid to any such Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and (subject to the terms, conditions and restrictions of the Intercreditor Agreement) shall immediately be paid and turned over to the Lender Collateral Agent for the benefit of the Secured Parties in the exact form received by such Grantor (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, outstanding Obligations in accordance with Section 6.1(b)6.1; provided that if such Grantor has made payment to the Lender Parties of all or any part of the Obligations and the Termination Date has occurred, then at upon such Grantor’s notice to the Collateral Agent of such payment and request, the Lender Collateral Agent (on behalf of the Secured Parties) will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Company or any of the its Subsidiaries (or their 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 Lenderany Secured Party.

Postponement of Subrogation. Each Grantor Pledgor agrees that it will not exercise any rights against another Grantor Pledgor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor Pledgor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor such Pledgor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor Pledgor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)6.1; provided that if such Grantor Pledgor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such GrantorPledgor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorPledgor, execute and deliver to such Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Pledgor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Loan Party (or their 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 Lender.any Secured Party. Second Amended and Restated U.S. Pledge Agreement

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from Recro, the Borrower or any of the their respective Subsidiaries, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against Recro, the Borrower or any of the their respective Subsidiaries (or their 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 Lender.

Postponement of Subrogation. Each Grantor Pledgor agrees that it will not exercise any rights against another Grantor Pledgor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor Pledgor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor such Pledgor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor Pledgor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)6.1; provided that if such Grantor Pledgor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s Pledgor's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorPledgor, execute and deliver to such Grantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Pledgor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Loan Party (or their 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 Lenderany Secured Party.

Postponement of Subrogation. Each Grantor Guarantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor party, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the any Borrower or any of the Subsidiariesother Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Datepayment in full of all Guaranteed Obligations and all obligations of all of the Guarantors hereunder and the termination of the Commitments. Any amount paid to any Grantor Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all Guaranteed Obligations and all obligations of all of the Guarantors hereunder and the termination of the Commitments shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 6.1(b)2.11; provided provided, however, that if such Grantor any Guarantor has made payment to the Lender Secured Parties in respect of all or any part of the Guaranteed Obligations after payment in full of all Guaranteed Obligations and all obligations of all of the Termination Date has occurredGuarantors hereunder and the termination of the Commitments, then at such GrantorGuarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorGuarantor, execute and deliver to such Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Datepayment in full of all Guaranteed Obligations and all obligations of all of the Guarantors hereunder and the termination of the Commitments, such Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against the any Borrower or any of the Subsidiaries other Guarantor (or their 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 the Lenderany Secured Party. GUARANTY AGREEMENT IN FAVOR OF CIT FINANCE LLC BY SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC.

Postponement of Subrogation. etc. Each Grantor Borrower agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor party, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesBorrower, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Grantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)4.8; provided provided, however, that if such Grantor (a) any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations Obligations; and (b) the Termination Date has occurred, ; then at such Grantor’s Borrower's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GrantorBorrower, execute and deliver to such Grantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor each Borrower shall refrain from taking any action or commencing any proceeding against the any Borrower or any of the Subsidiaries (or their 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 the Lenderany Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Transaction Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the SubsidiariesObligor, in respect of any payment made under any Loan Transaction Document or otherwise, until following the Termination Date. Any amount paid to any such Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Agent for the benefit of the Secured Parties in the exact form received by such Grantor (duly endorsed in favor of the LenderAgent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b)6.1; provided that if such Grantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender Agent (on behalf of the Secured Parties) will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Obligor (or their 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 Lenderany Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of Any rights of subrogation acquired by the Guarantor by reason of payment under this Guarantee shall not be exercised until the Guaranteed Obligations and all other amounts due to the Secured Creditors and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of any Loan Document to which it is Parent Guarantor or Borrower (whether voluntary or compulsory), (ii) that any Parent Guarantor or Borrower makes a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or bulk sale of any of its assets within the Subsidiariesprovisions of any bulk sales legislation, or (iii) that any Parent Guarantor or Borrower makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by any Parent Guarantor or Borrower. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment made under or satisfaction or reduction of all or any Loan Document or otherwise, until following part of the Termination DateGuaranteed Obligations. Any If any amount is paid to the Guarantor at any Grantor on account of any such subrogation rights prior time when all the Guaranteed Obligations and other amounts due to the Termination Date Secured Creditors and the Collateral Agent have not been paid in full, the amount shall be held in trust for the benefit of the Lender Secured Creditors and the Collateral Agent and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), Collateral Agent to be credited and applied against upon the Guaranteed Obligations, whether matured or unmatured. The Guarantor shall have no recourse against the Secured Creditors or the Collateral Agent for any invalidity, in accordance with Section 6.1(b); provided that if such Grantor has made payment to non-perfection or unenforceability of any security held by the Lender of all Secured Creditors or the Collateral Agent or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation irregularity or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest defect in the Obligations resulting from manner or procedure by which the Secured Creditors or the Collateral Agent realize on such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries (or their 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 Lendersecurity.

Postponement of Subrogation. Each Grantor Pledgor covenants and agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiariesthis Pledge Agreement, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Borrower and each other Obligor and the termination of all Commitments. Any amount paid to any Grantor such Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Lender Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor Parties and each holder of the Lender, if required), to be a Note and credited and applied against the ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with Section 6.1(b)the terms of the Credit Agreement; provided provided, however, that if such Grantor has made payment to the Lender of all or any part Obligations of the Obligations Borrower and the Termination Date has occurredeach other Obligor have been paid in full and all Commitments have been permanently terminated, then each Lender Party and each holder of a Note agrees that, at such Grantor’s Guarantor's request, the Lender willParties and the holders of the Notes, at the expense of such Grantor, will execute and deliver to such Grantor Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Guarantor of an interest in the Obligations of the Borrower and each other Obligor resulting from such paymentpayment by such Guarantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding, such Grantor each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries other Obligor (or their 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 the Lenderany Lender Party or any holder of a Note.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Facility Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiariesother Grantor, in respect of any payment made under any Loan Document or otherwise, until following the Facility Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Facility Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Grantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that if such Grantor has made payment to the Lender Administrative Agent of all or any part of the Obligations and the Facility Termination Date has occurred, then at such Grantor’s request, the Lender Administrative Agent will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Facility Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries other Grantor (or their 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 LenderAdministrative Agent or any other Secured Party.

Postponement of Subrogation. Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Loan Document to which it is a party until following the Termination Date. No Grantor shall seek or be entitled to seek any contribution or reimbursement from the Borrower or any of the Subsidiaries, in respect of any payment made by such Grantor under any Loan Document or otherwise, until following the Termination Date. Any amount paid to any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Grantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.1(b); provided that that, if such Grantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s request, the Lender will, at the expense of such Grantor, execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries (or their 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 Lender.