Common use of Agreement to Pay; Subordination Clause in Contracts

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against the applicable Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of the Obligations. In addition, any debt or Lien of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan Documents. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Lender Party has at law or in equity against any Guarantor Ultimate Parent by virtue hereof, upon the failure of Kimco to pay (after the Borrower giving of any required notice and the expiration of any cure period expressly granted to Kimco in the Credit Agreement or any other Loan Party to pay Document evidencing any Guaranteed Obligation) any Guaranteed Obligation when and as the same shall become due, whether at maturity, upon mandatory prepayment, by acceleration, after notice of prepayment or otherwise, each Guarantor Ultimate Parent hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby for the benefit of the Lender Parties, in cash the amount of such unpaid ObligationsGuaranteed Obligation. Upon payment by any Guarantor Ultimate Parent of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor Ultimate Parent against the applicable Loan Party Kimco or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guaranteed Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party Kimco now or hereafter held by any Guarantor Ultimate Parent is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsGuaranteed Obligations. If any amount shall erroneously be paid to any Guarantor Ultimate Parent on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan PartyKimco, such amount shall be held in trust for the benefit of the Secured Lender Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation (other than Excluded Swap Obligations) when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will 123 1821445.29\C072091\0303228 forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against the applicable Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of the Obligations. In addition, any debt or Lien of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsDocuments (provided that, payments on such debt may be made at any time when no Event of Default has occurred and is continuing). If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Guaranteed Party has at law or in equity against any Guarantor by virtue hereof, each Guarantor hereby agrees that, upon the failure of the Borrower or any other Loan Party ROC to pay any Obligation of its Obligations when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Guaranteed Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Guaranteed Party as provided above, all rights of such Guarantor against the applicable Loan Party ROC arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of the all ROC’s Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party ROC now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and during the Liens created under the Loan Documentsexistence of an Event of Default. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right right, or (ii) any such debt indebtedness of the Borrower or such other Loan PartyROC, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the ROC’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower, the Mexico Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash same day funds the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against the applicable Loan Party Borrower or Mexico Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash same day funds of all the Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party Mexico Borrower now or hereafter held by any Subsidiary Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsObligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan PartyMexico Borrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party Bank has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, pay to the Administrative Agent or such other Secured Party as designated thereby Bank in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party Bank as provided above, all rights of such Guarantor against the applicable Loan Party Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, with respect to any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated Guarantor, after the occurrence and during the continuance of an Event of Default, no payment (whether of principal or interest, and whether before, after or in right connection with any dissolution, winding up, liquidation or reorganization or receivership proceeding or upon an assignment for the benefit of payment creditors or any other marshalling of the assets and priority to liabilities of the prior payment Borrower) may be made, directly or indirectly, on such indebtedness until all the Obligations have been indefeasibly paid in full in cash of the Obligations and the Liens created under the Loan Documentscash. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan PartyBorrower, such amount shall be held in trust for the benefit of the Secured Parties Bank and shall forthwith be paid to the Administrative Agent Bank to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Guaranteed Party has at law or in equity against any Guarantor by virtue hereof, each Guarantor hereby agrees that, upon the failure of the Borrower or any other Loan Party ROC to pay any Obligation of its Obligations when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Guaranteed Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Guaranteed Party as provided above, all rights of such Guarantor against the applicable Loan Party ROC arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of the all ROC’s Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party ROC now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and during the Liens created under the Loan Documentsexistence of an Event of Default. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right right, or (ii) any such debt indebtedness of the Borrower or such other Loan PartyROC, such amount shall be held in trust for the CHAR1\1720393v5 benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the ROC’s Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing ------------------------------- and not in limitation of any other right that the Administrative Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party as designated thereby in cash same day funds the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Collateral Agent or any Secured Party as provided above, all rights of such Guarantor against the applicable any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash same day funds of all the Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsObligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other a Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party Guarantor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against the applicable Loan Party Borrower or such other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to until the prior payment in full in cash occurrence of the Obligations. In addition, any debt or Lien of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsTermination Date. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Partyright, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent (or if the Credit Agreement is no longer in effect and all Loan Document Obligations have been paid in full in cash but the Termination Date has not occurred, then to the remaining Secured Parties as their interests shall appear) to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent an Agent, Issuing Bank or any other Secured Party Bank has at law or in equity against any Guarantor by virtue hereof, upon the failure of the either Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent such Agent, Bank or such other Secured Party Issuing Bank as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent an Agent, Issuing Bank or any Secured Party Bank as provided above, all rights of such Guarantor against the applicable Loan Party either Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any debt or Lien indebtedness of the either Borrower or any other Loan Party Subsidiary thereof now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsObligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the either Borrower or such other Loan Partyany Subsidiary thereof, such amount shall be held in trust for the benefit of the Secured Parties Banks and the Issuing Banks and shall forthwith be paid to the Administrative an Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent Agents or any other Secured Party has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Subsidiary Guarantor of any sums to the Administrative Collateral Agent or any Secured Party as provided above, all rights of such Subsidiary Guarantor against the applicable Loan Party Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Subsidiary Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsObligations. If any amount shall erroneously be paid to any Subsidiary Guarantor on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such debt indebtedness of the Borrower or such other Loan PartyBorrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.Secured

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent Agents or any other Secured Party has at law or in equity against any Facility Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor of the Facility Guarantors hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent Agents or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Facility Guarantor of any sums to the Administrative any Agent or any other Secured Party as provided above, all rights of such Facility Guarantor against the applicable any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the ObligationsGuaranteed Obligations (other than contingent indemnity obligations with respect to then unasserted claims). In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Facility Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of all of the Guaranteed Obligations and the Liens created under the Loan Documents(other than contingent indemnity obligations with respect to then unasserted claims). If any amount shall erroneously be paid to any Facility Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Partyright, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, Guaranteed Obligations in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided aboveAgent, all rights of such Guarantor against the applicable Loan Party Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Obligations, provided that so long as no Event of Default exists or is continuing, any Loan DocumentsParty may repay indebtedness of such Loan Party held by any other Loan Party without regard to such subordination. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any each Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount of such Secured Obligations then due, together with accrued and unpaid interest and fees on such Secured Obligations. Upon payment by any each Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such each Guarantor against the applicable Loan Party Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Secured Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party Subsidiary now or hereafter held by each Guarantor that is required by the Credit Agreement, any Guarantor other Loan Document, the Existing Notes Indenture and the Existing Notes to be subordinated to the Secured Obligations is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan Documents. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt of the Borrower or such other Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.Secured

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Canadian Collateral Agent or any other Secured Party has at law or in equity against any the Guarantor by virtue hereof, upon the failure of the Borrower Canadian Borrowers or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Canadian Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any the Guarantor of any sums to the Administrative Canadian Collateral Agent or any Secured Party as provided above, all rights of such the Guarantor against the applicable Loan Party Canadian Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party Canadian Borrowers now or hereafter held by any the Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsObligations. If any amount shall erroneously be paid to any the Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan PartyCanadian Borrowers while an Event of Default has occurred and is continuing, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Canadian Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Secured Party Obligee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party Obligor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party Obligee as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest and fees on such Obligations. Upon payment by any Guarantor of any sums to the Administrative Collateral Agent or any Secured Party Obligee as provided above, all rights of such Guarantor against the applicable Loan Party Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsObligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan PartyBorrower, such amount shall be held in trust for the benefit of the Secured Parties Obligees and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Credit Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Credit Party has at law or in equity against any Guarantor by virtue hereof, upon in the failure of the event that Borrower or any other Loan Party fails to pay any Guarantied Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, and such failure shall continue beyond any applicable grace or notice and cure period, each Guarantor of the Guarantors hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Credit Party as designated thereby in cash the an amount of equal to such unpaid ObligationsGuarantied Obligations at the place and in the manner specified in the Credit Agreement or the relevant Loan Document. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured other Credit Party as provided above, all rights of such Guarantor against the applicable any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guarantied Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of all of the Obligations and Guarantied Obligations, but may be paid in the Liens created under ordinary course of business or as permitted by Section 7.07 of the Loan DocumentsCredit Agreement. If any amount shall erroneously be paid to any Guarantor on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such debt indebtedness of the Borrower or such other any Loan Party, such amount shall be held in trust for the benefit of the Secured Credit Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Loan DocumentsCredit Agreement.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent Agents or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, promptly upon notice from the Agent each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent Agents or such other Secured Party as designated thereby in cash or Cash Equivalents the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent Agents or any Secured Party as provided above, all rights of such Guarantor against the applicable any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all the Guaranteed Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash or Cash Equivalents of the Obligations and the Liens created under the Loan DocumentsGuaranteed Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent Agents to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the ------------------------------- foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against the applicable Loan Party Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsGuaranteed Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan PartyBorrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party Lender has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby for the benefit of the Lenders in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided aboveAgent, all rights of such Guarantor against the applicable Loan Party Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any debt or Lien indebtedness of the Borrower or any other Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations Obligations. If, at any time following the occurrence and the Liens created under the Loan Documents. If continuance of a Default or an Event of Default, any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan PartyBorrower, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Collateral Agent or any other Secured Party has at law or in equity against any Guarantor Terex by virtue hereof, upon the failure of the any Subsidiary Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor Terex hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor Terex of any sums to the Administrative Collateral Agent or any Secured Party as provided above, all rights of such Guarantor Terex against the applicable Loan Party any Subsidiary Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Obligations. In addition, any debt or Lien indebtedness of the any Subsidiary Borrower or any other Loan Party now or hereafter held by any Guarantor Terex is hereby subordinated in right of payment and priority to the prior payment in full in cash of the Obligations and the Liens created under the Loan DocumentsObligations. If any amount shall erroneously be paid to any Guarantor Terex on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such debt indebtedness of the Borrower or such other Loan Partyany Subsidiary Borrower, and if an Event of Default shall have occurred and be continuing, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.