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 The 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 Subsidiariesthis Security Agreement, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior 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 and the termination of all Commitments. Any amount paid to any the Grantor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Lender Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in Administrative Agent for the exact form received by such Grantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and each holder of a Note and credited and applied against the ObligationsObligations of the Borrower and each other Loan Party, whether matured or unmatured, in accordance with Section 6.1(b)such order as the Administrative Agent shall elect; provided provided, however, that if such -------- ------- (a) the Grantor has made payment to the Lender 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 and all Commitments have been permanently terminated, then, at the Termination Date has occurred, then at such Grantor’s 's request, the Lender willAdministrative Agent, at on behalf of the expense Secured Parties and the holders of such Grantorthe Notes, will execute and deliver to such the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Grantor of an interest in the Obligations resulting from such paymentpayment by the Grantor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of the Subsidiaries (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 Security Agreement to any Secured Party or any holder of a Note, except that the LenderGrantor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to the Grantor in the event that the Administrative Agent has failed to file a proof of claim on the Grantor's behalf by the second business day before the due date for such filing.

Postponement of Subrogation. Each Grantor The 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 in cash of all of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party and the termination of all Commitments. Any amount paid to any Grantor the Guarantor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Lender Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in Administrative Agent for the exact form received by such Grantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and each holder of a Note and credited and applied against the ObligationsObligations of the Borrower and each other Loan Party, whether matured or unmatured, in accordance with Section 6.1(b)such order as the Administrative Agent shall elect; provided provided, however, that if such Grantor -------- ------- (a) the Guarantor has made payment to the Lender 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 and all Commitments have been permanently terminated, then, at the Termination Date has occurred, then at such Grantor’s Guarantor's request, the Lender willAdministrative Agent, at on behalf of the expense Secured Parties and the holders of such Grantorthe Notes, will execute and deliver to such Grantor the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Guarantor of an interest in the Obligations resulting from such paymentpayment by the Guarantor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Grantor Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of the Subsidiaries (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 Security Agreement 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 the LenderBorrower or any other Loan Party in connection with any obligations owed by such Loan Party 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. 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 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 The 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 Subsidiariesthis Security Agreement, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior 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 and the termination of all Commitments. Any amount paid to any the Grantor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Lender Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in Administrative Agent for the exact form received by such Grantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and each holder of a Note and credited and applied against the ObligationsObligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, in accordance with Section 6.1(b)such order as the Administrative Agent shall elect; provided provided, -------- however, that if such ------- (a) the Grantor has made payment to the Lender 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 have expired or been terminated and all Commitments have been permanently terminated, then, at the Termination Date has occurred, then at such Grantor’s 's request, the Lender willAdministrative Agent, at on behalf of the expense Secured Parties and the holders of such Grantorthe Notes, will execute and deliver to such the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Grantor of an interest in the Obligations resulting from such paymentpayment by the Grantor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the any Borrower or any other member of the Subsidiaries 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 Security Agreement to any Secured Party or any holder of a Note, except that the LenderGrantor 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 Grantor in the event that the Administrative Agent has failed to file a proof of claim on the Grantor's behalf by the second business day before the due date for such filing.

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 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 Pledgor 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, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior 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 and the termination of all Commitments. Any amount paid to any Grantor the Pledgor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Lender Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in Administrative Agent for the exact form received by such Grantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and each holder of a Note and credited and applied against the ObligationsObligations of the Borrower and each other Loan Party, whether matured or unmatured, in accordance with Section 6.1(b)such order as the Administrative Agent shall elect; provided provided, however, that if such Grantor -------- ------- (a) the Pledgor has made payment to the Lender 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 and all Commitments have been permanently terminated, then, at the Termination Date has occurred, then at such Grantor’s Pledgor's request, the Lender willAdministrative Agent, at on behalf of the expense Secured Parties and the holders of such Grantorthe Notes, will 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 paymentpayment by the Pledgor . In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Grantor Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of the Subsidiaries (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 Security Agreement Pledge to any Secured Party or any holder of a Note, except that the Pledgor may file a proof of claim in a bankruptcy proceeding with respect to the LenderBorrower or any other Loan Party in connection with any obligations owed by such Loan Party to the Pledgor in the event that the Administrative Agent has failed to file a proof of claim on the Pledgor's behalf by the second business day before the due date for such filing.

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 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 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 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 LenderAdministrative Agent or any other Secured Party.

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 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 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.

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 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 Partnership 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, the termination or expiration of all Letters of Credit and the termination of all Commitments and the FII Guaranty. Any amount paid to any each Grantor 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, the termination or expiration of all Letters of Credit and the termination of all Commitments and the FII Guaranty shall be held in trust for the benefit of the Lender Secured Parties 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 Collateral Agent 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 if (a) any Grantor has made payment to the Lender Secured Parties of all or any part of the Obligations of the Borrower or any other Obligor, and (b) all Obligations of the Borrower and each other Obligor have been paid in full, all Letters of Credit have expired or been terminated and all Commitments and the Termination Date has occurredFII Guaranty have been terminated, then each Secured Party agrees that, at such Grantor’s 's request, the Lender will, at the expense of such Grantor, Secured Parties will 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 Secured Obligations resulting from such paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to for so long as any Secured Obligations, Letters of Credit, Commitments or the Termination DateFII Guaranty remain outstanding, such each Grantor 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 Partnership Pledge Agreement to the Lenderany Secured Party.

Postponement of Subrogation. Each The 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 Subsidiariesthis Security Agreement, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior 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 and the termination of all Commitments. Any amount paid to any the Grantor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Lender Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in Administrative Agent for the exact form received by such Grantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and each holder of a Note and credited and applied against the ObligationsObligations of the Grantor, the other Borrower and each other member of the Borrower Group, whether matured or unmatured, in accordance with Section 6.1(b)such order as the Administrative Agent shall elect; provided provided, however, that if such -------- ------- (a) the Grantor has made payment to the Lender Secured Parties and each holder of a Note of all or any part of the Obligations of the other Borrower, 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 have expired or been terminated and all Commitments have been permanently terminated, then, at the Termination Date has occurred, then at such Grantor’s 's request, the Lender willAdministrative Agent, at on behalf of the expense Secured Parties and the holders of such Grantorthe Notes, will execute and deliver to such the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Grantor of an interest in the Obligations resulting from such paymentpayment by the Grantor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Grantor shall refrain from taking any action or commencing any proceeding against the other Borrower or any other member of the Subsidiaries 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 Security Agreement to any Secured Party or any holder of a Note, except that the LenderGrantor may file a proof of claim in a bankruptcy proceeding with respect to the other Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Grantor in the event that the Administrative Agent has failed to file a proof of claim on the Grantor's behalf by the second business day before the due date for such filing.

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 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 Intermediate Holdco 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 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 Secured Obligations. Any amount paid to any Grantor Intermediate Holdco on account of any such subrogation rights prior to the Termination Date payment in full of all Secured Obligations 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 Secured Obligations, 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 all Secured Obligations have been paid in full and all Commitments have been permanently terminated, each Lender Party and each holder of all or any part of the Obligations and the Termination Date has occurreda Note agrees that, then at such Grantor’s Intermediate Holdco's request, the Lender willParties and the holders of the Notes, at the expense of such Grantor, will execute and deliver to such Grantor Intermediate Holdco appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Intermediate Holdco of an interest in the Secured Obligations resulting from such paymentpayment by Intermediate Holdco. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding, such Grantor Intermediate Holdco 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 to the Lenderany Lender Party or any holder of a Note.

Postponement of Subrogation. Each Grantor The US 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 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 UK Borrower. Any amount paid to any Grantor the US Borrower on account of any such subrogation rights prior to the Termination Date 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 UK Borrower 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 UK Borrower 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 US Borrower's request, the Lender will, at the expense of such Grantor, Lenders will execute and deliver to such Grantor the US Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the US Borrower of an interest in the Obligations of the UK Borrower resulting from such paymentpayment by the US Borrower. In furtherance of the foregoing, at all times prior to for so long as any Obligations of the Termination DateUK Borrower or any Commitments remain outstanding, such Grantor the US Borrower shall refrain from taking any action or commencing any proceeding against the UK Borrower or any of the Subsidiaries (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 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 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. 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 The Pledgor 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, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior 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 and the termination of all Commitments. Any amount paid to any Grantor the Pledgor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Lender Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in Administrative Agent for the exact form received by such Grantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and each holder of a Note and credited and applied against the ObligationsObligations of the Borrower and each other Loan Party, whether matured or unmatured, in accordance with Section 6.1(b)such order as the Administrative Agent shall elect; provided provided, however, that if such Grantor -------- ------- (a) the Pledgor has made payment to the Lender 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 and all Commitments have been permanently terminated, then, at the Termination Date has occurred, then at such Grantor’s Pledgor's request, the Lender willAdministrative Agent, at on behalf of the expense Secured Parties and the holders of such Grantorthe Notes, will 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 paymentpayment by the Pledgor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Grantor Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of the Subsidiaries (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 Security Agreement Pledge to any Secured Party or any holder of a Note, except that the Pledgor may file a proof of claim in a bankruptcy proceeding with respect to the LenderBorrower or any other Loan Party in connection with any obligations owed by such Loan Party to the Pledgor in the event that the Administrative Agent has failed to file a proof of claim on the Pledgor's behalf by the second business day before the due date for such filing.

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.

Postponement of Subrogation. Each Grantor agrees Holdings and Intermediate Holdings agree that it they will not exercise any rights against another Grantor which it they 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 each Borrower and each other Obligor. Any amount paid to any Grantor Holdings and Intermediate Holdings on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of each Borrower 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 each Borrower 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 all Obligations of each Borrower and each other Obligor have been paid in full and all Commitments have been permanently terminated, each Lender of all or any part of the Obligations agrees that, at Holdings' and the Termination Date has occurred, then at such Grantor’s Intermediate Holdings' request, the Lender will, at the expense of such Grantor, Lenders will execute and deliver to such Grantor Holdings and Intermediate Holdings appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Holdings and Intermediate Holdings of an interest in the Obligations of each Borrower and each other Obligor resulting from such paymentpayment by Holdings and Intermediate Holdings. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations of any Borrower or any Commitments remain outstanding, such Grantor Holdings and Intermediate Holdings shall refrain from taking any action or commencing any proceeding against the any 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 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 in cash of all of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party and the termination of all Commitments. Any amount paid to any Grantor Guarantor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all of the Obligations shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender in Administrative Agent for the exact form received by such Grantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and credited and applied against the ObligationsObligations of the Borrower and each other Loan Party, whether matured or unmatured, in accordance with Section 6.1(b)such order as the Administrative Agent shall elect; provided provided, however, that if such Grantor if: (a) any Guarantor has made payment to the Lender Secured Parties 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 and the Termination Date has occurredall Commitments have been permanently terminated, then then, at such GrantorGuarantor’s request, the Lender willAdministrative Agent, at on behalf of the expense of such GrantorSecured Parties, 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 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 Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of the Subsidiaries (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 Security Agreement Guaranty to any Secured Party, except that such Guarantor may file a proof of claim in a bankruptcy proceeding with respect to the LenderBorrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Guarantor in the event that the Administrative Agent has failed to file a proof of claim on such Guarantor’s behalf by the second business day before the due date for such filing.

Postponement of Subrogation. Each Grantor Holdco 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 each Obligor (other than Holdco). Any amount paid to any Grantor Holdco on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of each Obligor (other than Holdco) 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 each Obligor (other than Holdco) 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 all Obligations of each Obligor (other than Holdco) have been paid in full in cash and all Commitments have been permanently terminated, each Lender of all or any part of the Obligations and the Termination Date has occurredagrees that, then at such Grantor’s Holdco's request, the Lender will, at the expense of such Grantor, Lenders will execute and deliver to such Grantor Holdco appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Holdco of an interest in the Obligations of each Obligor (other than Holdco) resulting from such paymentpayment by Holdco. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations of any Obligor (other than Holdco) or any Commitments remain outstanding, such Grantor Holdco shall refrain from taking any action or commencing any proceeding against the Borrower or any of the Subsidiaries Obligor (other than Holdco) (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 The Parent 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 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 Secured Obligations. Any amount paid to any Grantor the Parent on account of any such subrogation rights prior to the Termination Date payment in full of all Secured Obligations shall be held in trust for the benefit of the Lender Secured 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 Secured Parties and each holder of the Lender, if required), to be a Note and credited and applied against the Secured Obligations, 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 all Secured Obligations then due have been paid in full and all Commitments have been permanently terminated, each Secured Party and each holder of a Note agrees that, at the Lender of all or any part of the Obligations and the Termination Date has occurred, then at such Grantor’s Parent's request, the Lender willSecured Parties and the holders of the Notes, at the expense of such Grantor, will execute and deliver to such Grantor the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor the Parent of an interest in the Secured Obligations resulting from such paymentpayment by the Parent. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Grantor Parent 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 to the Lenderany Secured Party or any holder of a Note.

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 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 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 Partnership 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 each Borrower and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to any each Grantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of each Borrower and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments shall be held in trust for the benefit of the Lender Secured Parties 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 Collateral Agent and credited and applied against the ObligationsObligations of each 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 if (a) any Grantor has made payment to the Lender Secured Parties of all or any part of the Obligations of a Borrower or any other Obligor, and (b) all Obligations of each Borrower and the Termination Date has occurredeach other Obligor have been paid in full, then all Letters of Credit have expired or been terminated and all Commitments have been terminated, each Secured Party agrees that, at such Grantor’s 's request, the Lender will, at the expense of such Grantor, Secured Parties will 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 Secured Obligations resulting from such paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Secured Obligations, such Letters of Credit or Commitments remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the a 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 Partnership 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 Revolving Credit Commitment Termination DateDate and the indefeasible payment in full of the Obligations. Any amount paid to any such Grantor on account of any such subrogation rights prior to the Revolving Credit Commitment Termination Date and the indefeasible payment in full of the Obligations 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 Revolving Credit Commitment Termination Date has occurredoccurred and the Obligations have been indefeasibly paid in full, then at such Grantor’s '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 Revolving Credit Commitment Termination DateDate and the indefeasible payment in full of the Obligations, 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 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. 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 a 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 if (a) such Grantor Guarantor has made payment to the Lender Parties and each holder of a Note of all or any part of the Obligations of the Borrower or any other Obligor, and (b) all Obligations of the 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 Holdco 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 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 Secured Obligations. Any amount paid to any Grantor Holdco on account of any such subrogation rights prior to the Termination Date payment in full of all Secured Obligations 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 Secured Obligations, 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 all Secured Obligations have been paid in full and all Commitments have been permanently terminated, each Lender Party and each holder of all or any part of the Obligations and the Termination Date has occurreda Note agrees that, then at such Grantor’s Holdco's request, the Lender willParties and the holders of the Notes, at the expense of such Grantor, will execute and deliver to such Grantor Holdco appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor Holdco of an interest in the Secured Obligations resulting from such paymentpayment by Holdco. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding, such Grantor Holdco 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 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 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 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 otherwiseDocument, 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 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 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 LenderAdministrative Agent or any other Secured Party.

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.