Common use of Postponement of Subrogation Clause in Contracts

Postponement of Subrogation. The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to the Guarantor on account of any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower or any other member of the Borrower Group (or any of its 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 Guaranty to any Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date for such filing.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations shall have occurred and, in the case of the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the termination of all Interest Rate Agreements to which any reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations, Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to the any Guarantor on account of any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers Borrower and each other member of the Borrower GroupLoan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- -------if: (a) the any Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the such Guarantor's ’s request, the Administrative Agent, on behalf of the Secured Parties and the holders of the NotesParties, will execute and deliver to the such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the such Guarantor of an interest in the Obligations resulting from such payment by the such Guarantor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments Obligations remain outstanding, the such Guarantor shall refrain from taking any action or commencing any proceeding against any the Borrower or any other member of the Borrower Group Loan Party (or any of its 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 Guaranty to any Secured Party or any holder of a NoteParty, except that the such Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any the Borrower or any other member of the Borrower Group Loan Party in connection with any obligations owed by such member Loan Party to the such Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the such Guarantor's ’s behalf by the second business day before the due date for such filing.

Postponement of Subrogation. The Guarantor Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this GuarantyPledge, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to the Guarantor Pledgor on account of any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, in such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have expired or been terminated or expired and all Commitments have been permanently terminated, then, at the GuarantorPledgor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor Pledgor of an interest in the Obligations resulting from such payment by the GuarantorPledgor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, the Guarantor Pledgor shall refrain from taking any action or commencing any proceeding against any Borrower or any other member of the Borrower Group (or any of its 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 Guaranty Pledge to any Secured Party or any holder of a Note, except that the Guarantor Pledgor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Guarantor Pledgor in the event that the Administrative Agent has failed to file a proof of claim on the GuarantorPledgor's behalf by the second business day before the due date for such filing.

Postponement of Subrogation. The Guarantor Each Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this GuarantyPledge Agreement, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations, Obligations and the termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to the Guarantor any Pledgor on account of any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers Borrower and each other member of the Borrower GroupLoan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- -------if: (a) the Guarantor any Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's such Pledgor’s request, the Administrative Agent, on behalf of the Secured Parties and the holders of the NotesParties, will execute and deliver to the Guarantor such Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor such Pledgor of an interest in the Obligations resulting from such payment by the Guarantorsuch Pledgor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments Obligations remain outstanding, the Guarantor such Pledgor shall refrain from taking any action or commencing any proceeding against any the Borrower or any other member of the Borrower Group Loan Party (or any of its 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 Guaranty Pledge Agreement to any Secured Party or any holder of a NoteParty, except that the Guarantor such Pledgor may file a proof of claim in a bankruptcy proceeding with respect to any the Borrower or any other member of the Borrower Group Loan Party in connection with any obligations owed by such member Loan Party to the Guarantor such Pledgor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's such Pledgor’s behalf by the second business day before the due date for such filing.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle the Second Lien Collateral Trustee, any Second Lien Secured Party, the Third Lien Collateral Trustee or any Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Collateral Trustee or the other Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Collateral Trustee or the other Third Lien Secured Parties, the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Agent, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under this Guarantyany Basic Document to which it is a party. No Grantor shall seek or be entitled to seek any contribution or reimbursement from any Obligor, by in respect of any payment made hereunder under any Basic Document or otherwise, until following the prior later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of all of the Obligations, the expiration or termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration 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 CommitmentsRevolving Loan Line Portions thereunder shall have occurred. Any amount paid to the Guarantor 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 Obligations Credit Agreement) and the irrevocable termination of all Revolving Loan Line Portions thereunder, 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 Grantor (duly endorsed in favor of a Note and the Agent, if required), to be credited and applied against the Obligations of the Borrowers and each other member of the Borrower GroupObligations, whether matured or unmatured, such order as the Administrative Agent shall electin accordance with Section 6.01; provided, however, provided that if -------- ------- (a) the Guarantor such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and Obligations and the later of (bx) all Obligations have been paid the Revolving Credit Commitment Termination Date and (y) the payment in full in cashcash of the Obligations, all Interest Rate Agreements to which any Secured Party is a party have been terminated, the expiration or termination of all Letters of Credit shall issued under the Credit Agreement (other than Letters of Credit that have been terminated or expired Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments have been permanently terminatedRevolving Loan Line Portions thereunder has occurred, then, then at the Guarantor's such Grantor’s request, the Administrative Agent, Agent (on behalf of the Secured Parties and Parties) will, at the holders expense of the Notessuch Grantor, will execute and deliver to the Guarantor such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor such Grantor of an interest in the Obligations resulting from such payment by the Guarantorpayment. In furtherance of the foregoing, for so long as any at all times 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 or Commitments remain outstandingissued 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 Revolving Loan Line Portions thereunder, the Guarantor such Grantor shall refrain from taking any action or commencing any proceeding against any Borrower or any other member of the Borrower Group Obligor (or any of its 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 Guaranty Security Agreement to any Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date for such filingParty.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Agent, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Discharge of the Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this GuarantySecurity Agreement, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration of all Letters of Credit party and the termination of all Commitments. Any amount paid to the Guarantor such Grantor on account of any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers Borrower and each other member of the Borrower GroupLoan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- -------if: (ak) the Guarantor such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (bl) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's such Grantor’s request, the Administrative Agent, on behalf of the Secured Parties and the holders of the NotesParties, will execute and deliver to the Guarantor such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor such Grantor of an interest in the Obligations resulting from such payment by the Guarantorsuch Grantor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit Obligations or Commitments remain outstanding, the Guarantor each Grantor shall refrain from taking any action or commencing any proceeding against any the Borrower or any other member of the Borrower Group Loan Party (or any of its 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 Guaranty Security Agreement to any Secured Party or any holder of a NoteParty, except that the Guarantor any Grantor may file a proof of claim in a bankruptcy proceeding with respect to any the Borrower or any other member of the Borrower Group Loan Party in connection with any obligations owed by such member Loan Party to the Guarantor such Grantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's such Grantor’s behalf by the second business day before the due date for such filing.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations shall each have occurred and, in the case of the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the termination of all Interest Rate Agreements to which any reinstatement provided for in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement provided for in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor Each Grantor agrees that it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under this Guarantyany Basic Document to which it is a party. No Grantor shall seek or be entitled to seek any contribution or reimbursement from any Obligor, by in respect of any payment made hereunder under any Basic Document or otherwise, until following the prior later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of all of the Obligations, the expiration or termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration 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 CommitmentsCommitments thereunder shall have occurred. Any amount paid to the Guarantor 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 Obligations Credit Agreement) and the irrevocable termination of all Commitments thereunder, 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 Grantor (duly endorsed in favor of a Note and the Agent, if required), to be credited and applied against the Obligations of the Borrowers and each other member of the Borrower GroupObligations, whether matured or unmatured, such order as the Administrative Agent shall electin accordance with Section 6.01; provided, however, provided that if -------- ------- (a) the Guarantor such Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and Obligations and the later of (bx) all Obligations have been paid the Revolving Credit Commitment Termination Date and (y) the payment in full in cashcash of the Obligations, all Interest Rate Agreements to which any Secured Party is a party have been terminated, the expiration or termination of all Letters of Credit shall issued under the Credit Agreement (other than Letters of Credit that have been terminated or expired Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments have been permanently terminatedthereunder has occurred, then, then at the Guarantor's such Grantor’s request, the Administrative Agent, Agent (on behalf of the Secured Parties and Parties) will, at the holders expense of the Notessuch Grantor, will execute and deliver to the Guarantor such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor such Grantor of an interest in the Obligations resulting from such payment by the Guarantorpayment. In furtherance of the foregoing, for so long as any at all times 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 or 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 remain outstandingthereunder, the Guarantor such Grantor shall refrain from taking any action or commencing any proceeding against any Borrower or any other member of the Borrower Group Obligor (or any of its 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 Guaranty Security Agreement to any Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date for such filingParty.

Postponement of Subrogation. (a) The Guarantor Second Priority Agent agrees that it will not no payment or distribution to any First Priority Secured Party pursuant to the provisions of this Agreement shall entitle any Second Priority Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guaranty, by any payment made hereunder or otherwise, in respect thereof until the prior payment in full in cash Discharge of all First Priority Claims shall have occurred. Following the Discharge of the ObligationsFirst Priority Claims, the termination of all Interest Rate Agreements to which any each First Priority Secured Party is a partyagrees to execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Priority Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Obligations First Priority Claims resulting from payments or distributions to such payment First Priority Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, the Guarantor shall refrain from taking any action or commencing any proceeding against any Borrower or any other member of the Borrower Group all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding therewith by such First Priority Secured Party are paid by such Person upon request for payment thereof. (b) The Third Priority Agent agrees that no payment or otherwise) to recover any amounts in respect of payments made under this Guaranty distribution to any First Priority Secured Party or Second Priority Secured Party pursuant to the provisions of this Agreement shall entitle any holder Third Priority Secured Party to exercise any rights of a Notesubrogation in respect thereof until the Discharge of First Priority Claims and the Discharge of Second Priority Claims shall have occurred. Following the Discharge of Second Priority Claims, except that each Second Priority Secured Party agrees to execute such documents, agreements, and instruments as any Third Priority Secured Party may reasonably request to evidence the Guarantor may file a proof of claim in a bankruptcy proceeding with respect transfer by subrogation to any Borrower such Person of an interest in the Second Priority Claims resulting from payments or any other member of the Borrower Group distributions to such Second Priority Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection with any obligations owed therewith by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf Second Priority Secured Party are paid by the second business day before the due date such Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations shall each have occurred and, in the case of the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the termination of all Interest Rate Agreements to which any reinstatement provided for in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement provided for in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations shall have occurred, and in the case of the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the termination of all Interest Rate Agreements to which any reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (a) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Trustee, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Agent, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.

Postponement of Subrogation. The Guarantor (a) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that it will not no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights which it may acquire by way of rights of subrogation under this Guarantyin respect thereof until, by any payment made hereunder or otherwise, until in the prior payment in full in cash of all case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the termination case of all Interest Rate Agreements the Third Lien Secured Parties, the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to which any the reinstatement as provided in Section 4.03, each Priority Lien Secured Party is a partywill execute such documents, the termination or expiration of all Letters of Credit agreements, and the termination of all Commitments. Any amount paid to the Guarantor on account of instruments as any such subrogation rights prior to the payment in full in cash of all of the 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 Obligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Second Lien Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary may reasonably request to evidence the transfer by subrogation to the Guarantor any such Person of an interest in the Priority Lien Obligations resulting from payments or distributions to such payment Priority Lien Secured Party by the Guarantor. In furtherance of the foregoingsuch Person, for so long as any all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, Letters the Third Lien Collateral Agent, for itself and on behalf of Credit each other Third Lien Secured Party, agrees that no payment or Commitments remain outstandingdistribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the Guarantor shall refrain reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from taking any action payments or commencing any proceeding against any Borrower or any other member of the Borrower Group distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (or any of its or their successors or assigns, whether including all reasonable legal fees and disbursements) incurred in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guaranty to any therewith by such Second Lien Secured Party or any holder of a Note, except that the Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed are paid by such member to the Guarantor in the event that the Administrative Agent has failed to file a proof of claim on the Guarantor's behalf by the second business day before the due date Person upon request for such filingpayment thereof.