Common use of Postponement of Subrogation Clause in Contracts

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

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

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle the Second Lien Collateral Trustee, any Second Lien Secured Party Party, the Third Lien Collateral Trustee or any Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Collateral Trustee or the other Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Collateral Trustee or the other Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien ObligationsObligations shall have occurred and, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

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

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

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

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby Grantor agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Basic Document to which it is a party. No Grantor shall seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect thereof untilof any payment made under any Basic Document or otherwise, until following the later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in the case full in cash of the Second Lien Secured PartiesObligations, the Discharge expiration or termination of Priority Lien Obligations, and in all Letters of Credit issued under the case Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations Credit Agreement) and the Discharge irrevocable termination of Second Lien Obligations all Commitments thereunder shall have occurred. Following Any amount paid to such Grantor on account of any such subrogation rights prior to the Discharge later of Priority Lien (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, but subject the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder, shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the reinstatement as Agent for the benefit of the Secured Parties in the exact form received by such Grantor (duly endorsed in favor of the Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.01; provided that if such Grantor has made payment to the Secured Parties of all or any part of the Obligations and the later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 4.032.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder has occurred, each Priority Lien then at such Grantor’s request, the Agent (on behalf of the Secured Party will Parties) will, at the expense of such Grantor, execute and deliver to such documents, agreements, Grantor appropriate documents (without recourse and instruments as any Second Lien Secured Party may reasonably request without representation or warranty) necessary to evidence the transfer by subrogation to any such Person Grantor of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Personpayment. In furtherance of the foregoing, so long as at all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but times prior to the Discharge later of Second Lien (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, the Third Lien Collateral Trusteeexpiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder, for itself and on behalf such Grantor shall refrain from taking any action or commencing any proceeding against any Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of each other Third Lien payments made under this Security Agreement to any Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien ObligationsObligations shall each have occurred and, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided for in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided for in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien ObligationsObligations shall have occurred, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (ba) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

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

Postponement of Subrogation. (a) Each of the Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby Priority Agent agrees that no payment or distribution to any First Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Priority Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, until the Discharge of First Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations Claims shall have occurred. Following the Discharge of First Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03Claims, each First Priority Lien Secured Party will agrees to execute such documents, agreements, and instruments as any Second Lien Priority Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the First Priority Lien Obligations that are not Excess Priority Lien Obligations Claims resulting from payments or distributions to such First Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such First Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of The Third Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, Agent agrees that no payment or distribution to any First Priority Secured Party or Second Lien Priority Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Priority Secured Party to exercise any rights of subrogation in respect thereofthereof until the Discharge of First Priority Claims and the Discharge of Second Priority Claims shall have occurred. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03Priority Claims, each Second Lien Priority Secured Party will agrees to execute such documents, agreements, and instruments as any Third Lien Priority Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations Priority Claims resulting from payments or distributions to such Second Lien Priority Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Priority Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral TrusteeAgent, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien ObligationsObligations shall each have occurred and, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall each have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided for in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided for in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby Grantor agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to it will not exercise any rights against another Grantor which it may acquire by way of rights of subrogation under any Basic Document to which it is a party. No Grantor shall seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect thereof untilof any payment made under any Basic Document or otherwise, until following the later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in the case full in cash of the Second Lien Secured PartiesObligations, the Discharge expiration or termination of Priority Lien Obligations, and in all Letters of Credit issued under the case Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations Credit Agreement) and the Discharge irrevocable termination of Second Lien Obligations all Revolving Loan Line Portions thereunder shall have occurred. Following Any amount paid to such Grantor on account of any such subrogation rights prior to the Discharge later of Priority Lien (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, but subject the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Revolving Loan Line Portions thereunder, shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the reinstatement as Agent for the benefit of the Secured Parties in the exact form received by such Grantor (duly endorsed in favor of the Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 6.01; provided that if such Grantor has made payment to the Secured Parties of all or any part of the Obligations and the later of (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 4.032.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Revolving Loan Line Portions thereunder has occurred, each Priority Lien then at such Grantor’s request, the Agent (on behalf of the Secured Party will Parties) will, at the expense of such Grantor, execute and deliver to such documents, agreements, Grantor appropriate documents (without recourse and instruments as any Second Lien Secured Party may reasonably request without representation or warranty) necessary to evidence the transfer by subrogation to any such Person Grantor of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Personpayment. In furtherance of the foregoing, so long as at all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but times prior to the Discharge later of Second Lien (x) the Revolving Credit Commitment Termination Date and (y) the payment in full in cash of the Obligations, the Third Lien Collateral Trusteeexpiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Revolving Loan Line Portions thereunder, for itself and on behalf such Grantor shall refrain from taking any action or commencing any proceeding against any Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of each other Third Lien payments made under this Security Agreement to any Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.

Postponement of Subrogation. (a) Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Security Agreement, by any payment made hereunder or otherwise, until the prior payment in full in cash of all of the Second Lien Collateral TrusteeObligations, 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 such Grantor on account of any such subrogation rights prior to the payment in full in cash of all of the Obligations shall be held in trust for itself the benefit of the Secured Parties and shall immediately be paid to the Administrative Agent for the benefit of the Secured Parties and credited and applied against the Obligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if: (k) such Grantor has made payment to the Secured Parties of all or any part of the Obligations, and (l) 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 such Grantor’s request, the Administrative Agent, on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute and deliver to such documents, agreements, Grantor appropriate documents (without recourse and instruments as any Second Lien Secured Party may reasonably request without representation or warranty) necessary to evidence the transfer by subrogation to any such Person Grantor of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party payment by such PersonGrantor. In furtherance of the foregoing, for so long as all costs and expenses any Obligations or Commitments remain outstanding, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (including all reasonable legal fees and disbursements) incurred or any of its or their successors or assigns, whether in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (bwith a bankruptcy proceeding or otherwise) Following the Discharge to recover any amounts in respect of Priority Lien Obligations but prior payments made under this Security Agreement to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien any Secured Party, agrees except that no payment or distribution to any Second Lien Secured Party pursuant Grantor may file a proof of claim in a bankruptcy proceeding with respect to the provisions of this Agreement shall entitle Borrower or any Third Lien Secured other Loan Party in connection with any obligations owed by such Loan Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest Grantor in the Second Lien Obligations resulting from payments or distributions event that the Administrative Agent has failed to file a proof of claim on such Second Lien Secured Party Grantor’s behalf by the second business day before the due date for such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereoffiling.

Postponement of Subrogation. (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations, and in the case of the Third Lien Secured Parties, the Complete Discharge of the Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Priority Lien Obligations that are not Excess Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Priority Lien Secured Party are paid by such Person upon request for payment thereof. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Second Lien Secured Party are paid by such Person upon request for payment thereof.