Common use of Subordination of Intercompany Indebtedness Clause in Contracts

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each Borrower agrees of the Loan Parties agree that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect Intercompany Indebtedness owed to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, Loan Party shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that. Notwithstanding any right of any Loan Party to ask, demand, xxx for, take or receive any payment in respect of any Intercompany Indebtedness owed to any Loan Party, any and not all rights, liens and security interests of any Loan Party, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of the foregoingCollateral given to the Agents for the benefit of the Secured Parties to secure payment of all or any part of the Secured Obligations or otherwise) shall be and are subordinated to the rights of the Agents and the Secured Parties in those assets. No Loan Party shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than unasserted contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Loan Parties and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, then, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any Intercompany Indebtedness from each such guarantor owed by any Loan Party shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Loan Parties irrevocably authorize and empower the Administrative Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of any Loan Party such proofs of claim and take such other action, in the Administrative Agent’s own name or in the name of the applicable Loan Party or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Agreement Section 9.17. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Secured Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower any Loan Party upon or with respect to the Intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Loan Parties and the Lenders (and their Affiliates)Lenders, each Borrower the applicable Loan Party shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Loan Party where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Loan Party as the property of the holders of the ObligationsLenders. If the applicable Borrower any Loan Party fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Loan Parties agree that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Loan Parties and the Lenders (and their Affiliates) have been terminated, such Borrower the Loan Parties will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Loan Parties have or may have against any guarantorother Subsidiary of the Parent.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of Intercompany Indebtedness held by such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each such Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each the related obligor. Notwithstanding any right of any Borrower to ask, demand, xxx for, take or receive any payment from any obligor on such guarantor Intercompany Indebtedness (an “Obligor”), all rights, liens and security interests of such Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the extent permitted by rights of the terms Holders of this Agreement Secured Obligations and the Administrative Agent in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan DocumentsDocument or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates). If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Intercompany Indebtedness shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until all of the Secured Obligations (other than contingent indemnity obligations) shall have been satisfied in full and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) shall have been terminated. Should any payment, distribution, security or instrument or proceeds thereof be received by a such Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Borrowers where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders Holders of the Secured Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such no Borrower will not assign or transfer to any Person (other than any Intercompany Indebtedness. Notwithstanding the Administrative Agent) any claim foregoing, no action or omission contemplated by this Section 10.14 shall be permitted or required to the extent such Borrower has action or may have against any guarantoromission would cause a Deemed Dividend Problem.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ” (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Guarantor to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower to ask, demand, sxx for, take or receive any payment from any Guarantor, all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Guarantor shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or Designated Hedging Agreement have been terminated. If all or any part of the assets of any Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Guarantor is dissolved or if substantially all of the assets of any such Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Guarantor to any Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document and or Designated Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Agreements, each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable such Borrower where necessary), for application to any of the Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders of the Obligations and such Hedging Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or any Designated Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such no Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorGuarantor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such the Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, " (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates ("Designated Hedging Agreements"); provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Guarantor to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower to ask, demand, xxx for, take or receive any payment from any Guarantor, all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Guarantor shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or Designated Hedging Agreement have been terminated. If all or any part of the assets of any Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Guarantor is dissolved or if substantially all of the assets of any such Guarantor are sold, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Guarantor to any Borrower ("Intercompany Indebtedness") shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document and or Designated Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Agreements, each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable such Borrower where necessary), for application to any of the Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders of the Obligations and such Hedging Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or any Designated Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such no Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorGuarantor.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any (a) The Company, for itself and all claims on behalf of such Borrower against any each of its Affiliates that is Subsidiaries (each, a guarantor with respect “Subordinating Note Party”), covenants and agrees, in their respective capacities as issuers or holders of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum chargeable to any indebtedness Subordinating Note Party or due in respect of any guarantor the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations made by a Subordinating Note Party to such Borrower another Subordinating Note Party as holder (the “Intercompany Indebtedness”), that the payment of any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Intercompany Indebtedness is subordinated in right of payment payment, to the prior paymentextent and in the manner provided in this Section 24.11, to the payment in full and in cash, of all obligations under this Agreement, any Subsidiary Guaranty and the Notes (collectively, the “Obligations; provided that”), and not in contravention that the subordination is for the benefit of the holders of the Notes. Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, (1) as to any Permitted Intercompany Financings, any Subordinating Note Party may make loans to and receive any (x) payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement principal and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Defaultinterest, including, without limitation, an event described prepayments of principal, (y) applicable expense or indemnity payments payable in Section 8.1(Faccordance with the terms thereof and (z) refinancings, replacements, renewals or (G), prior extensions of such Permitted Intercompany Financings to the satisfaction of all of extent permitted by this Agreement and subordinate to the Obligations in accordance with this Section 24.11 and (2) as to Intercompany Indebtedness other than contingent Permitted Intercompany Financings, any Subordinating Note Party may make and receive any (x) regularly scheduled payments of principal and interest as and when due, (y) applicable expense or indemnity obligationspayments payable in accordance with the terms thereof and (z) refinancings, replacements, renewals or extensions of such Intercompany Indebtedness to the extent permitted by this Agreement and subordinate to the termination Obligations in accordance with this Section 24.11; provided, that in the event that any Subordinating Note Party receives any payment of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)such Intercompany Indebtedness at a time when such payment is prohibited by this Section, each Borrower such payment shall receive and hold the same be held by such Subordinating Note Party, in trust, as trustee, trust for the benefit of of, and shall be paid forthwith over and delivered, upon written request, to the holders of Notes (provided that, in the Obligations and shall forthwith deliver event that any other holder of senior Indebtedness permitted under this Agreement has the same right to receive such payments, the Company shall be permitted to pay such payment or distribution to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application agent and to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agentother senior Indebtedness on a pari passu basis, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations pro rata, based on outstanding principal amount (so long as such other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorsenior Indebtedness contains a similar pari passu provision)).

Subordination of Intercompany Indebtedness. Each Any Indebtedness of the Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all Credit Party now or hereafter held by any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Guarantor is hereby subordinated in right of payment to the prior payment, indefeasible payment in full and in cash, cash of all Obligations; provided that, and not in contravention of the foregoingGuaranteed Obligations (other than (1) contingent indemnification obligations, so long (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor which arrangements satisfactory to the extent permitted by applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized). Notwithstanding the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G)foregoing, prior to the satisfaction occurrence of all an Event of Default, the Borrower or any other Credit Party may make payments to any Guarantor on account of any such Indebtedness. After the occurrence and during the continuance of an Event of Default, none of the Guarantors will demand, xxx 60009077_4 for, or otherwise attempt to collect any such Indebtedness until the indefeasible payment in full in cash of the Guaranteed Obligations (other than (1) contingent indemnity indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized) and termination or expiration of the termination of all financing arrangements pursuant Revolving Credit Commitments under the Credit Agreement. If any amount shall erroneously be paid to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Guarantor on account of any such Indebtedness of any Credit Party, each Borrower such amount shall receive and hold the same be held in trust, as trustee, trust for the benefit of the holders of the Obligations Credit Parties and shall forthwith deliver the same be paid to the Administrative AgentAgent to be credited against the payment of the Guaranteed Obligations, for the benefit of such Personswhether matured or unmatured, in precisely accordance with the form received (except for the endorsement or assignment terms of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsCredit Agreement. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.60009077_4

Subordination of Intercompany Indebtedness. (a) Each Borrower of the Company and the Guarantors hereby agrees that any and all claims intercompany Indebtedness or other intercompany receivables, intercompany payables or intercompany advances directly or indirectly made by or owed to the Company or such Guarantor by any Guarantor or the Company, as applicable, of such Borrower against whatever nature at any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, time outstanding shall be subordinate and subject in right of payment to the prior paymentindefeasible payment in full in cash of the Note Obligations. Each of the Company and the Guarantors hereby agrees that it shall not become obligated or otherwise liable for any intercompany Indebtedness, or other intercompany receivable, intercompany payable or intercompany advance that is owed to any Person other than the Company or any Guarantor, unless such Person agrees that such Indebtedness, receivable, payable or advance (as applicable) is completely subordinated to the Note Obligations and subject in right of payment to the prior indefeasible payment in full in cash of the Note Obligations, and that no payment on any such Indebtedness, receivable, payable or advance shall be made by the Company or any Guarantor until the earliest to occur of: (i) satisfaction and discharge of this Indenture pursuant to Article 13 hereof, (ii) Legal Defeasance or Covenant Defeasance or (iii) payment in full in cash of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash (for purposes of this Section 4.23, only, collectively the "Termination Date"); except: intercompany receivables, intercompany payables, intercompany advances and intercompany Indebtedness made to, or on behalf of, any Person, other than the Company or any Guarantor, permitted pursuant to the terms hereof may be paid or repaid, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, each case so long as no Event of Default has shall have occurred and be continuing; provided, however, that the foregoing shall not apply to any intercompany Indebtedness or other intercompany receivable, intercompany payable or intercompany advance with a Person, other than the Company or any Guarantor, where such Person is continuing each Borrower may make loans expressly prohibited from agreeing to the foregoing subordination pursuant to the terms and receive payments in provisions of the ordinary course definitive credit documentation with respect to Indebtedness of such Intercompany Indebtedness from each such guarantor Person for borrowed money listed as items 5 through 14 on Schedule 6.1 to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorCredit Agreement.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; , provided that, and not in contravention of the foregoing, that so long as no Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Secured Obligations and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all Commitments and Facility LCs issued under the Credit Agreement have terminated or expired, provided that so long as no Default has occurred and is continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. After the occurrence and during the continuance of a Default, if all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Lenders and Facility LCs issued pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Credit Agreement, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Secured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders Holders of the Secured Obligations. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document Commitments and Facility LCs issued under the Credit Agreement have terminated or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedexpired, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against the Company or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower Intercompany Indebtedness (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsGuaranteed Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made); provided that, and not in contravention of the foregoingunless otherwise prohibited as otherwise set forth below, so long as no Default has occurred and is continuing each Borrower such Guarantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor with respect to any indebtedness of such Obligor to any Guarantor (“Intercompany Indebtedness Indebtedness”). Upon acceleration of the Notes pursuant to Section 12.1 of the Private Shelf Agreement, notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from each any Obligor, all rights, liens and security interests of such guarantor Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the extent permitted rights of the Holders of Guaranteed Obligations in those assets. Upon acceleration of the Notes pursuant to Section 12.1 of the Private Shelf Agreement, no Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by the terms of this Agreement judicial action or otherwise, unless and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of until all of the Guaranteed Obligations (other than indemnities and other contingent indemnity obligationsobligations not then due and payable and as to which no claim has been made) shall have been fully paid and satisfied (in cash) and the termination Issuance Period have been terminated. Upon acceleration of all financing arrangements the Notes pursuant to any Loan Document or Hedging Agreement among Section 12.1 of the Borrowers and the Lenders (and their Affiliates)Private Shelf Agreement, each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the indemnities and other contingent indemnity obligationsobligations not then due and payable and as to which no claim has been made) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have Issuance Period has been terminated, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative AgentHolders of Guaranteed Obligations) any claim any such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor Subsidiary Guarantors with respect to any indebtedness of any guarantor Subsidiary Guarantor to such the Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor Subsidiary Guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; : provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), ) prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders Lender (and their its Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative AgentLender, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative AgentLender, the Administrative Agent Lender or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations involving the payment of monies (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their its Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative AgentLender) any claim such the Borrower has or may have against any guarantorSubsidiary Guarantor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Guarantor against either any Borrower against or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower the Guarantors may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent otherwise permitted by under the terms Credit Agreement. Notwithstanding any right of this Agreement any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan DocumentsDocument, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold (other than in an transaction permitted under the Credit Agreement), then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among any of the Borrowers and the Lenders (and their Affiliates)Holders of Obligations, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders Holders of the Obligations. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among any of the Borrowers and the Lenders (and their Affiliates) Holders of Obligations have been terminated, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative Agent or any other transferee that agrees to be bound by the terms of this Guaranty in writing (in form and substance acceptable to the Administrative Agent)) any claim any such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Subsidiary Guarantor agrees that any and until one of the Termination Conditions is satisfied, all claims of such Borrower Subsidiary Guarantor against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)the Company, any endorser, obligor other Subsidiary Guarantor or any other guarantor of all or any part of the ObligationsGuaranteed Obligations (each as used in this Section 6(b), an “Obligor”), or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertyproperty with respect to any such claim owing to such Subsidiary Guarantor (“Intercompany Indebtedness”) held by such Subsidiary Guarantor, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower such Subsidiary Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated Obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower such Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G6(b), prior to the satisfaction of all one of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Termination Conditions, each Borrower such Subsidiary Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Holders and shall forthwith deliver the same to the Administrative AgentTrustee, for the benefit of such Personsthe Holders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Subsidiary Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Subsidiary Guarantor as the property of the holders of the ObligationsHolders. If the applicable Borrower any Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative AgentTrustee, the Administrative Agent Trustee or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Subsidiary Guarantor agrees that until one of the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedTermination Conditions is satisfied, such Borrower no Subsidiary Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such other Borrower or Subsidiary Guarantor (“Intercompany Indebtedness”as used in this Section 10.14, an "OBLIGOR"), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertyproperty with respect to any indebtedness of any Obligor owing to such Borrower ("INTERCOMPANY INDEBTEDNESS"), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each such Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a such Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Document, each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Borrowers where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders Holders of the Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such no Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor with respect to any indebtedness of any guarantor to such the Borrower (“Intercompany Indebtedness”"INTERCOMPANY INDEBTEDNESS"), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided PROVIDED that, and not in 107 contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section SECTION 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor Subsidiary Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, property shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each continuing, the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor guarantor, including, the Subsidiary Guarantors, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from any guarantor, including the Subsidiary Guarantors, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any such guarantor shall be and are subordinated to the rights of the Lenders in those assets. The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document among the Borrower and the Lenders have been terminated. If all or any part of the assets of any such guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such guarantor is dissolved or if substantially all of the assets of any such guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any guarantor, including the Subsidiary Guarantors, to the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Lenders for application on any of the Obligations, due or to become due, until such Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates)Lenders, each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith deliver the same to the Administrative AgentRequired Lenders, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, due and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsLenders. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent any Lender or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative AgentLenders) any claim such the Borrower has or may have against any guarantor, including the Subsidiary Guarantors.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness Any Indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all Credit Party now or hereafter held by any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Guarantor is hereby subordinated in right of payment to the prior payment, payment in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction cash of all of the Guaranteed Obligations (other than (1) contingent indemnity indemnification and reimbursement obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements that are not then due and payable and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the applicable Issuing Lender shall have been made). Notwithstanding the foregoing, provided an Event of Default does not exist and the Administrative Agent shall have provided written notice to the Borrower that such payments may no longer be made, any Borrower or any other Credit Party may make any payments (whether principal, interest, fees, expenses or any other payment of any kind) to any Guarantor on account of any such Indebtedness. After the occurrence and during the continuance of an Event of Default and if the Administrative Agent shall have provided written notice to the Borrower that such payments may no longer be made, none of the Guarantors will demand, xxx for, or otherwise attempt to collect any such Indebtedness until the payment in full in cash of the Guaranteed Obligations (other than (1) contingent indemnification and reimbursement obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements that are not then due and payable and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the applicable Issuing Lender shall have been made) and termination or expiration of the termination of all financing arrangements pursuant Commitments under the Credit Agreement. If any amount shall erroneously be paid to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Guarantor on account of any such Indebtedness of any Credit Party, each Borrower such amount shall receive and hold the same be held in trust, as trustee, trust for the benefit of the holders of the Obligations Credit Parties and shall forthwith deliver the same be paid to the Administrative AgentAgent to be credited against the payment of the Guaranteed Obligations, for the benefit of such Personswhether matured or unmatured, in precisely accordance with the form received (except for the endorsement or assignment terms of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorCredit Agreement.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsObligations and Hedging Obligations under Hedging Agreements; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Guarantor to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Should Notwithstanding any paymentright of the Borrower to ask, distributiondemand, sue xxx, take or receive any payment from any Guarantor, all rights, liens and security interests of the Borrower, whether now or instrument or proceeds thereof hereafter arising and howsoever existing, in any assets of any Guarantor shall be received by a Borrower upon or with respect and are subordinated to the Intercompany Indebtedness rights of the holders of the Obligations and the Administrative Agent in contravention those assets. The Borrower shall have no right to possession of this Agreement any such asset or the Loan Documents to foreclose upon any such asset, whether by judicial action or after the occurrence of a Defaultotherwise, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of unless and until all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower Obligations under Hedging Agreements shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been fully paid in full and satisfied (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders holders of the Obligations (and their Affiliatesor any affiliate thereof) have been terminated. If all or any part of the assets of any Guarantor, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.proceeds thereof, are subject

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of Intercompany Indebtedness held by such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each such Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a such Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Borrowers where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders Holders of the Secured Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such no Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness. 10.15.

Subordination of Intercompany Indebtedness. Each Borrower The Company agrees that any and all claims of such Borrower the Company against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ” (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower the Company may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor another Loan Party to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Company to ask, demand, xxx for, take or receive any payment from any other Loan Party, all rights, liens and security interests of the Company, whether now or hereafter arising and howsoever existing, in any assets of any other Loan Party shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. The Company shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit have been terminated. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the assets of any such Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any such Loan Party to the Company (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the Company upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among Document, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit, the Borrowers and the Lenders (and their Affiliates), each Borrower Company shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Company where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Company as the property of the holders of the Obligations. If the applicable Borrower Company fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower The Company agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Documents, Secured Hedge Agreements, Secured Cash Management Agreements and the Lenders (and their Affiliates) Secured Bilateral Letters of Credit have been terminated, such Borrower the Company will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower the Company has or may have against any guarantor.other Loan Party. ANNEX II-1 AMENDED SCHEDULES 1.01A, 1.01B, 1.01C, 7.01, 7.04A, 7.04B AND 7.05 (see attached) SCHEDULE 1.01A EXCLUDED FOREIGN SUBSIDIARIES 1. CB&I Cojafex, B.V.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of Intercompany Indebtedness held by such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each such Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a such Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Borrowers where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders Holders of the Secured Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such no Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness.

Subordination of Intercompany Indebtedness. Each (a) The Borrower and each Subordinating Loan Party covenants and agrees that any (on its own behalf and all claims on behalf of such Borrower against any each of its Affiliates Subsidiaries that is or becomes a guarantor with Subordinating Loan Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum owed by the Borrower or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Borrower to any indebtedness of any guarantor to such Borrower Subordinating Loan Party (the “Intercompany Indebtedness”), that the payment of any endorserIntercompany Indebtedness is subordinated in right of payment, obligor or any other guarantor to the extent and in the manner provided in this Section 11.23, to the payment in full of all or any part Obligations and the termination of the Aggregate Commitments (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agents and the applicable L/C Issuer shall have been made) (the “Discharge of the Senior Obligations”), or against and that the subordination herein is for the benefit of the Agents and the Lenders. Without limitation of the foregoing with respect to any Intercompany Indebtedness, so long as no Event of its propertiesDefault has occurred and is continuing, the Borrower may make and any Subordinating Loan Party may receive any (x) payments of principal and interest, including, without limitation, claims arising from liens prepayments of principal, (y) applicable expense or security interests upon propertyindemnity payments payable in accordance with the terms thereof and (z) refinancings, shall be subordinate and subject in right replacements, renewals or extensions of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect subordinate to the Obligations in accordance with this Section 11.23; provided, that in the event that any Subordinating Loan Party receives any payment of any such Intercompany Indebtedness at a time when such payment is prohibited by this Section 11.23, such payment shall be held by such Subordinating Loan Party, in contravention trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Agents (provided that, in the event that any other holder of this Agreement or senior Indebtedness permitted under the Loan Documents has the same right to receive such payments, the Borrower shall be permitted to make such payment or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior distribution to the satisfaction of all of the Obligations (other than contingent indemnity obligations) applicable agent and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agentsuch other senior Indebtedness on a pari passu basis, for the benefit of such Personspro rata, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessarybased on outstanding principal amount, if any payment is required thereunder), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.146

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, " (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no unless an Event of Default has occurred and is continuing each and the Borrower receives from the Administrative Agent a payment blockage notice pursuant to this Section 9.17 that has not been withdrawn, the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor the Guarantors, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, sue for, take or receive any payment from the Guarantors, all rights, xiens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any such guarantor shall be and are subordinated to the rights of the Holders of Secured Obligations in those assets. The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) shall have been fully paid and satisfied (in cash). If all or any part of the assets of any such guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Guarantor, to the Borrower ("Intercompany Indebtedness") shall be paid or delivered directly to the Administrative Agent, who shall remit it to the Collateral Agent if required under the Intercreditor Agreement for application in accordance with the Intercreditor Agreement, or, if not required under the Intercreditor Agreement, for application to any of the Secured Obligations, due or to become due, until such Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations and other contingent obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, who shall remit it to the Collateral Agent if required under the Intercreditor Agreement for application in accordance with the benefit Intercreditor Agreement or, if not required under the Intercreditor Agreement, for application to any of such Personsthe Secured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of Administrative Agent or the ObligationsCollateral Agent, as applicable. If the applicable Borrower fails to make any such endorsement or assignment to the Collateral Agent or the Administrative Agent, the Collateral Agent or the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among satisfied, the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorGuarantor except as otherwise permitted by the Loan Documents.

Subordination of Intercompany Indebtedness. Each Borrower The Parent Guarantor agrees that any and all claims of such Borrower the Parent Guarantor against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ” (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower the Parent Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor another Loan Party to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Parent Guarantor to ask, demand, xxx for, take or receive any payment from any other Loan Party, all rights, liens and security interests of the Parent Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Loan Party shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. The Parent Guarantor shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or Designated Hedging Agreement have been terminated. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the assets of any such Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any such Loan Party to the Parent Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the Parent Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document and or Designated Hedging Agreement among Agreements, the Borrowers and the Lenders (and their Affiliates), each Borrower Parent Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Parent Guarantor where necessary), for application to any of the Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Parent Guarantor as the property of the holders of the Obligations and such Hedging Obligations. If the applicable Borrower Parent Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower The Parent Guarantor agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or any Designated Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Parent Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower the Parent Guarantor has or may have against any guarantorother Loan Party.

Subordination of Intercompany Indebtedness. Each Borrower Subsidiary Guarantor agrees that any and until one of the Termination Conditions is satisfied, all claims of such Borrower Subsidiary Guarantor against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)the Company, any endorser, obligor other Subsidiary Guarantor or any other guarantor of all or any part of the ObligationsGuaranteed Obligations (each as used in this Section 6(b), an “Obligor”), or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertyproperty with respect to any such claim owing to such Subsidiary Guarantor (“Intercompany Indebtedness”) held by such Subsidiary Guarantor, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower such Subsidiary Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated Obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower such Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G6(b), prior to the satisfaction of all one of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Termination Conditions, each Borrower such Subsidiary Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations Securities and shall forthwith deliver the same to the Administrative AgentTrustee, for the benefit of such Personsthe Holders of Securities, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Subsidiary Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Subsidiary Guarantor as the property of the holders Holders of the ObligationsSecurities. If the applicable Borrower any Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative AgentTrustee, the Administrative Agent Trustee or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Subsidiary Guarantor agrees that until one of the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedTermination Conditions is satisfied, such Borrower no Subsidiary Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness.

Subordination of Intercompany Indebtedness. Each Borrower agrees ------------------------------------------ that any and all claims of such Borrower against any other Borrower or any of its Affiliates Subsidiaries that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsObligations and Hedging Obligations under Hedging Agreements; provided that, and not in contravention of the foregoing, so -------- long as no Default has occurred and is continuing each such Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower to ask, demand, xxx for, take or receive any payment from any Guarantor, all rights, liens and security interests of such Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Guarantor shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or Hedging Agreement among any Borrower and the Holders of Secured Obligations (or any affiliate thereof) have been terminated. If all or any part of the assets of any Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Guarantor is dissolved or if substantially all of the assets of any such Guarantor are sold, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Guarantor to Borrowers ("Intercompany Indebtedness") shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and Hedging Obligations under Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers any Borrower and the Lenders Holders of Secured Obligations (and their Affiliatesaffiliates), each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable such Borrower where necessary), for application to any of the Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders of the Obligations and such Hedging Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders Holders of the Secured Obligations (and their Affiliatesaffiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorGuarantor.

Subordination of Intercompany Indebtedness. (a) Each Borrower of the Company and the Guarantors hereby agrees that any and all claims intercompany Indebtedness or other intercompany receivables, intercompany payables or intercompany advances directly or indirectly made by or owed to the Company or such Guarantor by any Guarantor or the Company, as applicable, of such Borrower against whatever nature at any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, time outstanding shall be subordinate and subject in right of payment to the prior paymentindefeasible payment in full in cash of the Note Obligations. Each of the Company and the Guarantors hereby agrees that it shall not become obligated or otherwise liable for any intercompany Indebtedness, or other intercompany receivable, intercompany payable or intercompany advance that is owed to any Person other than the Company or any Guarantor, unless such Person agrees that such Indebtedness, receivable, payable or advance (as applicable) is completely subordinated to the Note Obligations and subject in right of payment to the prior indefeasible payment in full in cash of the Note Obligations, and that no payment on any such Indebtedness, receivable, payable or advance shall be made by the Company or any Guarantor until the earliest to occur of: (i) satisfaction and discharge of this Supplemental Indenture pursuant to Article 13 hereof, (ii) Legal Defeasance or Covenant Defeasance or (iii) payment in full in cash of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash (for purposes of this Section 4.23, only, collectively the "Termination Date"); except: intercompany receivables, intercompany payables, intercompany advances and intercompany Indebtedness made to, or on behalf of, any Person, other than the Company or any Guarantor, permitted pursuant to the terms hereof may be paid or repaid, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, each case so long as no Event of Default has shall have occurred and be continuing; provided, however, that the foregoing shall not apply to any intercompany Indebtedness or other intercompany receivable, intercompany payable or intercompany advance with a Person, other than the Company or any Guarantor, where such Person is continuing each Borrower may make loans expressly prohibited from agreeing to the foregoing subordination pursuant to the terms and receive payments in provisions of the ordinary course definitive credit documentation with respect to Indebtedness of such Intercompany Indebtedness from each such guarantor Person for borrowed money listed on Schedule 7.3(k) to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorCredit Agreement.

Subordination of Intercompany Indebtedness. Each Borrower of the Borrowers agrees that any and all claims of such Intercompany Indebtedness owed to an y Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. Notwithstanding any right of any Borrower to ask, demand, sxx for, take or receive any payment in respect of any Intercompany Indebtedness owed to any Borrower, any and not all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of Collateral given to the Administrative Agent for the benefit of the foregoingLenders to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Administrative Agent and the Lenders in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, then, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any Intercompany Indebtedness from each such guarantor owed by any Borrower shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Borrowers irrevocably authorizes and empowers the Administrative Agent to demand, sxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of any Borrower such proofs of claim and take such other action, in the Administrative Agent’s own name or in the name of the applicable Borrower or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Agreement Section 10.17. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Lenders, each the applicable Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsLenders. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Borrowers agree that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Borrowers will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Borrowers have or may have against any guarantorother Subsidiary of Parent.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor Subsidiary Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations, Banking Services Obligations and Hedging Obligations under Hedging Agreements; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from any Subsidiary Guarantor, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Subsidiary Guarantor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations), the Banking Services Obligations and the Hedging Obligations under Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, Banking Services Agreement or Hedging Agreement among the Borrower and the Holders of Obligations (or any affiliate thereof) have been terminated. If all or any part of the assets of any Subsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Subsidiary Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of 85 creditors or any other action or proceeding, or if the business of any such Subsidiary Guarantor is dissolved or if substantially all of the assets of any such Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Subsidiary Guarantor to the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, Banking Services Obligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such Obligations, Banking Services Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) ), Banking Services Obligations and Hedging Obligations under Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document Document, Banking Services Agreement or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Obligations (and their Affiliatesaffiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, such Banking Services Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders Holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) ), such Banking Services Obligations and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document Document, Banking Services Agreement or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Obligations (and their Affiliatesaffiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorSubsidiary Guarantor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Guarantor against either any Borrower against or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower the Guarantors may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent otherwise permitted by under the terms Credit Agreement. Notwithstanding any right of this Agreement any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan DocumentsDocument, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold (other than in an transaction permitted under the Credit Agreement), then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, Exhibit 10.1 securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among any of the Borrowers and the Lenders (and their Affiliates)Holders of Obligations, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders Holders of the Obligations. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among any of the Borrowers and the Lenders (and their Affiliates) Holders of Obligations have been terminated, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative Agent or any other transferee that agrees to be bound by the terms of this Guaranty in writing (in form and substance acceptable to the Administrative Agent)) any claim any such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower agrees of the ------------------------------------------ Borrowers agree that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect Intercompany Indebtedness owed to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. Notwithstanding any right of any Borrower to ask, demand, xxx for, take or receive any payment in respect of any Intercompany Indebtedness owed to any Borrower , any and not all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of Collateral given to the Administrative Agent for the benefit of the foregoingLenders to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Administrative Agent and the Lenders in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, then, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any Intercompany Indebtedness from each such guarantor owed by any Borrower shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Borrowers irrevocably authorize and empower the Administrative Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of any Borrower such proofs of claim and take such other action, in the Administrative Agent's own name or in the name of the applicable Borrower or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Agreement Section 10.17. The Administrative Agent may vote such proofs ------------- of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Lenders, each the applicable Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsLenders. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Borrowers agree that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Borrowers will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Borrowers have or may have against any guarantorother Subsidiary of Parent.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Guarantor against the Borrower against or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, or cash collateralization in accordance with Section 2.06(j) of the Credit Agreement, as the case may be, of all Guaranteed Obligations (other than Unliquidated Obligations); provided that, and not in contravention of the foregoing, so as long as no Event of Default has occurred and is continuing each Borrower and such Guarantor has not received a written notice from the Administrative Agent indicating the Administrative Agent’s election to suspend the ability to make payments in accordance with this Section, which notice shall be delivered only if an Event of Default has occurred and is continuing, such Guarantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Intercompany Indebtedness from each such guarantor Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the extent permitted by rights of the terms of this Agreement Secured Parties and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than Unliquidated Obligations) shall have been fully paid and satisfied in cash or cash collateralized in accordance with Section 2.06(j) of the Credit Agreement, as the case may be, and all financing arrangements pursuant to any Loan DocumentsDocument, any Swap Contract or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) upon receipt of written notice from the Administrative Agent, which notice shall be delivered only if an Event of Default has occurred and is continuing, shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than Unliquidated Obligations) shall have first been fully paid and satisfied (in cash or cash collateralized in accordance with Section 2.06(j) of the Credit Agreement, as the case may be). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligationsUnliquidated Obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates)Secured Parties, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders of the ObligationsSecured Parties. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsUnliquidated Obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.cash collateralized in accordance with

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)Guarantor, any endorser, obligor endorser or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertypursuant to the any intercompany Indebtedness permitted under Section 5.3(A)(vi), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention . Notwithstanding any right of the foregoingBorrower to ask, so long as no Default has occurred demand, sue for, take or receive any payment from any Guarantor, all rights, xxxns and is continuing each Borrower may make loans to security interests of the Borrower, whether now or hereafter arising and receive payments howsoever existing, in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor any assets of any Guarantor shall be and are subordinated to the extent permitted rights, if any, of the Lender in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the terms of Obligations shall have been paid in full in cash and satisfied and all financing arrangements under this Agreement and the other Loan DocumentsDocuments between the Borrower and each Lender have been terminated. If, during the continuance of an Event of Default, all or any part of the assets of any Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Guarantor to the Borrower, including, without limitation, pursuant to the any intercompany Indebtedness permitted under Section 5.3(A)(vi) ("Intercompany Indebtedness") shall be paid or delivered directly to Agent (for the benefit of the Lenders) for application on any of the Obligations, due or to become due, until such Obligations shall have first been paid in full in cash and satisfied; provided, however, ordinary course payments or distributions made by any Guarantor to the Borrower shall be required to be paid or delivered to Agent (for the benefit of the Lenders) only upon Agent's request. The Borrower irrevocably authorizes and empowers Agent (if directed to do so by the Required Lenders) to demand, sue for, collect and receive every such payment or distribution and gxxx acquittance therefor and to make and present for and on behalf of the Borrower such proofs of claim and take such other action, in Agent's own name or in the name of the Borrower or otherwise, as Required Lenders may deem necessary or advisable for the enforcement of this Section 9.13. Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention during the continuance of this Agreement or the Loan Documents or after the occurrence an Event of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging under this Agreement among the Borrowers and the Lenders (other Loan Documents between the Borrower and their Affiliates)the Lenders, each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations each Lender and shall forthwith deliver the same to the Administrative Agent, Agent (for the benefit of such Personsthe Lenders), in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of each Lender; provided, however, ordinary course payments or distributions made to or by any Guarantor to the holders Borrower shall be required to be paid or delivered to Agent (for the benefit of the ObligationsLenders) only upon Initial Lender's request after the occurrence and Continuance of an Event of Default. If the applicable Borrower fails to make any such endorsement or assignment to Agent (for the Administrative Agentbenefit of the Lenders), the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) cash and satisfied and all financing arrangements pursuant to any Loan Document or Hedging under this Agreement among the Borrowers and the Lenders (other Loan Documents between the Borrower and their Affiliates) the Lender have been terminated, such the Borrower will not assign or transfer to any Person (other than Agent (for the Administrative Agentbenefit of the Lenders)) any claim such the Borrower has or may have against any guarantorGuarantor.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Secured Obligations and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than Unliquidated Obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging this Security Agreement among the Borrowers and the Lenders (and their Affiliates)in accordance with Section 8.14, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Secured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Grantor as the property of the holders Holders of the Secured Obligations. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid termination of this Security Agreement in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedaccordance with Section 8.14, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative Agent, the Company or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower agrees of the Borrowers agree that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect Intercompany Indebtedness owed to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. Notwithstanding any right of any Borrower to ask, demand, sue for, take or receive any payment in respect of any Intercompxxx Indebtedness owed to any Borrower , any and not all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of Collateral given to the Administrative Agent for the benefit of the foregoingLenders to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Administrative Agent and the Lenders in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, then, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any Intercompany Indebtedness from each such guarantor owed by any Borrower shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Borrowers irrevocably authorize and empower the Administrative Agent to demand, sue for, collect and receive every such payment or distribution xxx give acquittance therefor and to make and present for and on behalf of any Borrower such proofs of claim and take such other action, in the Administrative Agent's own name or in the name of the applicable Borrower or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Agreement Section 9.17. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Lenders, each the applicable Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsLenders. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Borrowers agree that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Borrowers will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Borrowers have or may have against any guarantor.other Subsidiary of the Parent Borrower

Subordination of Intercompany Indebtedness. Each Borrower The Company agrees that any and all claims of such Borrower the Company against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ” (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower the Company may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor another Loan Party to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Company to ask, demand, xxx for, take or receive any payment from any other Loan Party, all rights, liens and security interests of the Company, whether now or hereafter arising and howsoever existing, in any assets of any other Loan Party shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. The Company shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit have been terminated. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the assets of any such Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any such Loan Party to the Company (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the Company upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among Document, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit, the Borrowers and the Lenders (and their Affiliates), each Borrower Company shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Company where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Company as the property of the holders of the Obligations. If the applicable Borrower Company fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower The Company agrees that until the Obligations (other than the 123 90287928_3 contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Documents, Secured Hedge Agreements, Secured Cash Management Agreements and the Lenders (and their Affiliates) Secured Bilateral Letters of Credit have been terminated, such Borrower the Company will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower the Company has or may have against any guarantor.other Loan Party. 124 90287928_3 ANNEX II AMENDED SCHEDULES 1.01A, 1.01B AND 1.01C (see attached) 1 90287928_3 SCHEDULE 1.01A EXCLUDED FOREIGN SUBSIDIARIES 1. CB&I Colafex, B.V.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ” (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Guarantor to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, sxx for, take or receive any payment from any Guarantor, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Guarantor shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the 77 Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or Designated Hedging Agreement have been terminated. If all or any part of the assets of any Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Guarantor is dissolved or if substantially all of the assets of any such Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Guarantor to the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document and or Designated Hedging Agreement among Agreements, the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations and such Hedging Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or any Designated Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorGuarantor.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Florida Gaming Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Florida Gaming Obligations; , provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Florida Gaming Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all Commitments and Letters of Credit issued under the Credit Agreement have terminated or expired. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Florida Gaming Obligations, due or to become due, until such Florida Gaming Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Florida Gaming Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Lenders and Letters of Credit issued pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Credit Agreement, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Grantor where necessary), for application to any of the Florida Gaming Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Grantor as the property of the holders Holders of the Obligations. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Florida Gaming Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document Commitments and Letters of Credit issued under the Credit Agreement have terminated or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedexpired, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative Agent, the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower any Guarantor against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided provided, that, and not in contravention for the avoidance of the foregoingdoubt, so long as no Event of Default has occurred and is continuing shall be continuing, each Borrower Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness (as hereinafter defined) from each such guarantor any other Loan Party to the extent permitted not prohibited by the terms of this the Credit Agreement and the other Loan Documents. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the assets of any such Loan Party are sold, then, and in any such event (such events being herein referred to as an "INSOLVENCY EVENT"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Loan Party to any Guarantor ("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Collateral Agent for application to the Obligations, whether matured or unmatured. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower any Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements pursuant to any Loan Document or Hedging Agreement among Commitments of the Borrowers and the Lenders (and their Affiliates)Lenders, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of such Personsthe Collateral Agent, the Administrative Agent and the Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Guarantor where necessary), for application to any of the Obligations, due whether matured or not dueunmatured, and, until so delivered, the same shall be held in trust by the applicable Borrower such Guarantor as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorLenders.

Subordination of Intercompany Indebtedness. Each Borrower (a) The Company and each Subordinating Note Party covenants and agrees that any (on its own behalf and all claims on behalf of such Borrower against any each of its Affiliates Subsidiaries that is or becomes a guarantor with Subordinating Note Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum owed by the Company or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Company to any indebtedness of any guarantor to such Borrower Subordinating Note Party (the “Intercompany Indebtedness”), that the payment of any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Intercompany Indebtedness is subordinated in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by and in the terms manner provided in this Section 24.11, to the payment in full of all obligations under this Agreement Agreement, any Subsidiary Guaranty and the other Loan Documents. Should any paymentNotes (collectively, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G“Obligations”), prior to and that the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, subordination herein is for the benefit of the holders of the Obligations Notes. Without limitation of the foregoing with respect to any Intercompany Indebtedness, so long as no Event of Default has occurred and shall forthwith deliver is continuing, the same Company may make and any Subordinating Note Party may receive any (x) payments of principal and interest, including, without limitation, prepayments of principal, (y) applicable expense or indemnity payments payable in accordance with the terms thereof and (z) refinancings, replacements, renewals or extensions of such Intercompany Indebtedness to the Administrative Agentextent permitted by this Agreement and subordinate to the Obligations in accordance with this Section 24.11; provided, that in the event that any Subordinating Note Party receives any payment of any such Intercompany Indebtedness at a time when such payment is prohibited by this Section 24.11, such payment shall be held by such Subordinating Note Party, in trust for the benefit of such Personsof, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so and shall be paid forthwith over and delivered, the same shall be held in trust by the applicable Borrower as the property of upon written request, to the holders of Notes (provided that, in the Obligations. If event that any other holder of senior Indebtedness permitted under this Agreement has the same right to receive such payments, the Company shall be permitted to make such payment or distribution to the applicable Borrower fails to make any such endorsement or assignment agent and to the Administrative Agentholders of such other senior Indebtedness on a pari passu basis, the Administrative Agent or pro rata, based on outstanding principal amount, if any of its officers or employees are irrevocably authorized to make the samepayment is required thereunder). Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedWaste Connections, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.Inc. Note Purchase Agreement

Subordination of Intercompany Indebtedness. Each Borrower agrees of the Borrowers agree that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect Intercompany Indebtedness owed to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. Notwithstanding any right of any Borrower to ask, demand, sue for, take or receive any payment in respect of any Intercompany Xxxebtedness owed to any Borrower , any and not all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of Collateral given to the Administrative Agent for the benefit of the foregoingLenders to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Administrative Agent and the Lenders in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, then, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any Intercompany Indebtedness from each such guarantor owed by any Borrower shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Borrowers irrevocably authorize and empower the Administrative Agent to demand, sue for, collect and receive every such payment or distribution and xxxe acquittance therefor and to make and present for and on behalf of any Borrower such proofs of claim and take such other action, in the Administrative Agent's own name or in the name of the applicable Borrower or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Agreement Section 9.17. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Lenders, each the applicable Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsLenders. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Borrowers agree that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Borrowers will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Borrowers have or may have against any guarantor.other Subsidiary of the Parent Borrower

Subordination of Intercompany Indebtedness. Each Borrower (a) The Company and each Subordinating Note Party covenants and agrees that any (on its own behalf and all claims on behalf of such Borrower against any each of its Affiliates Subsidiaries that is or becomes a guarantor with Subordinating Note Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum owed by the Company or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Company to any indebtedness of any guarantor to such Borrower Subordinating Note Party (the “Intercompany Indebtedness”), that the payment of any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Intercompany Indebtedness is subordinated in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by and in the terms manner provided in this Section 23.10, to the payment in full of all obligations under this Agreement Agreement, any Subsidiary Guaranty and the other Loan Documents. Should any paymentNotes (collectively, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G“Obligations”), prior to and that the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, subordination herein is for the benefit of the holders of the Obligations Notes. Without limitation of the foregoing with respect to any Intercompany Indebtedness, so long as no Event of Default has occurred and shall forthwith deliver is continuing, the same Company may make and any Subordinating Note Party may receive any (x) payments of principal and interest, including, without limitation, prepayments of principal, (y) applicable expense or indemnity payments payable in accordance with the terms thereof and (z) refinancings, replacements, renewals or extensions of such Intercompany Indebtedness to the Administrative Agentextent permitted by this Agreement and subordinate to the Obligations in accordance with this Section 23.10; provided, that in the event that any Subordinating Note Party receives any payment of any such Intercompany Indebtedness at a time when such payment is prohibited by this Section 23.10, such payment shall be held by such Subordinating Note Party, in trust for the benefit of such Personsof, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so and shall be paid forthwith over and delivered, the same shall be held in trust by the applicable Borrower as the property of upon written request, to the holders of Notes (provided that, in the Obligations. If event that any other holder of senior Indebtedness permitted under this Agreement has the same right to receive such payments, the Company shall be permitted to make such payment or distribution to the applicable Borrower fails to make any such endorsement or assignment agent and to the Administrative Agentholders of such other senior Indebtedness on a pari passu basis, the Administrative Agent or pro rata, based on outstanding principal amount, if any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorpayment is required thereunder).

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; , provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Secured Obligations and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all Commitments and Letters of Credit issued under the Credit Agreement have terminated or expired. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Lenders and Letters of Credit issued pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Credit Agreement, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Secured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders Holders of the Secured Obligations. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document Commitments and Letters of Credit issued under the Credit Agreement have terminated or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedexpired, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; , provided that, and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than Unliquidated Obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging this Security Agreement among the Borrowers and the Lenders (and their Affiliates)in accordance with Section 8.14, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders of the ObligationsSecured Parties. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid termination of this Security Agreement in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedaccordance with Section 8.14, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; , provided that, and not in contravention of the foregoing, that so long as no Event of Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Agreement Security Agreement, the other Loan Documents and the other Note Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Collateral Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all Commitments and Letters of Credit issued under the Credit Agreement have terminated or expired, provided that so long as no Event of Default has occurred and is continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement, the other Loan Documents and the other Note Documents. After the occurrence and during the continuance of an Event of Default, if all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Lenders and Letters of Credit issued pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Credit Agreement, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Secured Parties and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders of the ObligationsSecured Parties. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Collateral Agent, the Administrative Collateral Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document Commitments and Letters of Credit issued under the Credit Agreement have terminated or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedexpired, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; , provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging this Security Agreement among the Borrowers and the Lenders (and their Affiliates)in accordance with Section 8.14, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders of the ObligationsSecured Parties. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid termination of this Security Agreement in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedaccordance with Section 8.14, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. (a) Each Borrower of the Company and the Subsidiary Guarantors hereby agrees that any and all claims intercompany Indebtedness or other intercompany receivables, intercompany payables or intercompany advances directly or indirectly made by or owed to the Company or such Subsidiary Guarantor by any Subsidiary Guarantor or the Company, as applicable, of such Borrower against whatever nature at any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, time outstanding shall be subordinate and subject in right of payment to the prior paymentindefeasible payment in full in cash of the Xxxxxx Guarantee Obligations. Each of the Company and the Subsidiary Guarantors hereby agrees that it shall not become obligated or otherwise liable for any intercompany Indebtedness, or other intercompany receivable, intercompany payable or intercompany advance that is owed to any Person other than the Company or any Subsidiary Guarantor, unless such Person agrees that such Indebtedness, receivable, payable or advance (as applicable) is completely subordinated to the Xxxxxx Guarantee Obligations and subject in right of payment to the prior indefeasible payment in full in cash of the Xxxxxx Guarantee Obligations, and that no payment on any such Indebtedness, receivable, payable or advance shall be made by the Company or any Subsidiary Guarantor until the earliest to occur of: (i) satisfaction and discharge of the Series 2004A Bonds pursuant to the Indenture, (ii) defeasance of the Series 2004A Bonds pursuant to the Indenture or (iii) payment in full in cash of all Xxxxxx Guarantee Obligations that are outstanding, due and payable at the time the Series 2004A Bonds are paid in full in cash (for purposes of this Section 4.23, only, collectively the "Termination Date"); except: intercompany receivables, intercompany payables, intercompany advances and intercompany Indebtedness made to, or on behalf of, any Person, other than the Company or any Subsidiary Guarantor, permitted pursuant to the terms hereof may be paid or repaid, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, each case so long as no Event of Default has shall have occurred and be continuing; provided, however, that the foregoing shall not apply to any intercompany Indebtedness or other intercompany receivable, intercompany payable or intercompany advance with a Person, other than the Company or any Subsidiary Guarantor, where such Person is continuing each Borrower may make loans expressly prohibited from agreeing to the foregoing subordination pursuant to the terms and receive payments in provisions of the ordinary course definitive credit documentation with respect to Indebtedness of such Intercompany Indebtedness from each such guarantor Person for borrowed money listed on Schedule 7.3(k) to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorCredit Agreement.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)Loan Party, any endorser, obligor endorser or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertypursuant to the any intercompany Indebtedness permitted under Section 5.3(A)(v), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention . Notwithstanding any right of the foregoingBorrower to ask, so long as no Default has occurred demand, sue for, take or receive any payment from any Loan Party, all rightx, liens and is continuing each Borrower may make loans to security interests of the Borrower, whether now or hereafter arising and receive payments howsoever existing, in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor any assets of any Loan Party shall be and are subordinated to the extent permitted rights, if any, of the Agent and the Lenders in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the terms of Obligations shall have been paid in full in cash and satisfied and all financing arrangements under this Agreement and the other Loan DocumentsDocuments between the Borrower, the Agent and each Lender have been terminated. If, during the continuance of an Event of Default, all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Loan Party to the Borrower, including, without limitation, pursuant to the any intercompany Indebtedness permitted under Section 5.3(A)(v) ("Intercompany Indebtedness") shall be paid or delivered directly to the Agent (for the benefit of the Lenders) for application on any of the Obligations, due or to become due, until such Obligations shall have first been paid in full in cash and satisfied; provided, however, ordinary course payments or distributions made by any Loan Party to the Borrower shall be required to be paid or delivered to the Agent (for the benefit of the Lenders) only upon the Agent's request. The Borrower irrevocably authorizes and empowers the Agent (if directed to do so by the Required Lenders) to demand, sue for, collect and receive every such payment or distribution and xxve acquittance therefor and to make and present for and on behalf of the Borrower such proofs of claim and take such other action, in the Agent's own name or in the name of the Borrower or otherwise, as Required Lenders may deem necessary or advisable for the enforcement of this Section 8.14. Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention during the continuance of this Agreement or the Loan Documents or after the occurrence an Event of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging under this Agreement among the Borrowers and the Lenders (other Loan Documents between the Borrower and their Affiliates)the Lenders, each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations each Lender and shall forthwith deliver the same to the Administrative Agent, Agent (for the benefit of such Personsthe Lenders), in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of each Lender; provided, however, ordinary course payments or distributions made to or by any Loan Party to the holders Borrower shall be required to be paid or delivered to the Agent (for the benefit of the ObligationsLenders) only upon the Agent's request after the occurrence and continuance of an Event of Default. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative AgentAgent (for the benefit of the Lenders), the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) cash and satisfied and all financing arrangements pursuant to any Loan Document or Hedging under this Agreement among the Borrowers and the Lenders (other Loan Documents between the Borrower and their Affiliates) the Lender have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative AgentAgent (for the benefit of the Lenders)) any claim such the Borrower has or may have against any guarantorLoan Party.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of Intercompany Indebtedness held by such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, Guarantor shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsGuaranteed Obligations and the satisfaction of all other Termination Conditions; provided provided, that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower such Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower such Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this the Credit Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G)) of the Credit Agreement, prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Termination Conditions, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Guarantor as the property of the holders Holders of the Obligations. If the applicable Borrower any Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) prior and satisfied and complete satisfaction of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedTermination Conditions, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, sxx for, take or receive any payment from any guarantor, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any guarantor shall be and are subordinated to the rights of the Holders of Secured Obligations in those assets. The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Secured Obligations (or any affiliate thereof) have been terminated. If all or any part of the assets of any guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such guarantor is dissolved or if substantially all of the assets of any such guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any guarantor to the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Secured Obligations (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders Holder of the Secured Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of the Secured Obligations (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. (a) Each of the Borrower agrees that any and all claims each other Credit Party, for itself and on behalf of such Borrower against any each of its Affiliates that is Subsidiaries (each such Credit Party and Subsidiary, a guarantor with respect “Subordinating Loan Party”), covenants and agrees, in their respective capacities as issuers or holders of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum chargeable to any indebtedness Subordinating Loan Party or due in respect of any guarantor the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations made by a Subordinating Loan Party to such Borrower another Subordinating Loan Party as holder (the “Intercompany Indebtedness”), that the payment of any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Intercompany Indebtedness is subordinated in right of payment payment, to the prior paymentextent and in the manner provided in this Section 11.23, to the payment in full and in cash, of all Obligations and the termination of the Aggregate Commitments (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Cash Management Agreements and Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agents and the applicable L/C Issuer shall have been made) (the “Discharge of the Senior Obligations; provided that”), and not in contravention that the subordination is for the benefit of the Agents and the Lenders. Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, (1) as to any Permitted Intercompany Financings, any Subordinating Loan Party may make loans to and receive any (x) payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement principal and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Defaultinterest, including, without limitation, an event described prepayments of principal, (y) applicable expense or indemnity payments payable in Section 8.1(Faccordance with the terms thereof and (z) refinancings, replacements, renewals or (G), prior extensions of such Permitted Intercompany Financings to the satisfaction of all of extent permitted by this Agreement and subordinate to the Obligations in accordance with this Section 11.23 and (2) as to Intercompany Indebtedness other than contingent Permitted Intercompany Financings, any Subordinating Loan Party may make and receive any (x) regularly scheduled payments of principal and interest as and when due, (y) applicable expense or indemnity obligationspayments payable in accordance with the terms thereof and (z) refinancings, replacements, renewals or extensions of such Intercompany Indebtedness to the extent permitted by this Agreement and subordinate to the termination Obligations in accordance with this Section 11.23; provided, that in the event that any Subordinating Loan Party receives any payment of all financing arrangements pursuant to any such Intercompany Indebtedness at a time when such payment is prohibited by this Section, such payment shall be held by such Subordinating Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Party, each Borrower shall receive and hold the same in trust, as trustee, trust for the benefit of of, and shall be paid forthwith over and delivered, upon written request, to the Agents (provided that, in the event that the Private Placement Notes or other senior unsecured Indebtedness permitted under Section 7.01 has the same obligation, the Borrower shall be permitted to pay such payment or distribution to the applicable Agent and to the holders of the Obligations and shall forthwith deliver the same to the Administrative Agentsuch Private Placement Notes or other senior Indebtedness on a pari passu basis, for the benefit of pro rata, based on outstanding principal amount (so long as such Persons, in precisely the form received (except for the endorsement Private Placement Notes or assignment of the applicable Borrower where necessaryother senior Indebtedness contains a similar pari passu provision), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor).

Subordination of Intercompany Indebtedness. Each (a) The Borrower and each Subordinating Loan Party covenants and agrees that any (on its own behalf and all claims on behalf of such Borrower against any each of its Affiliates Subsidiaries that is or becomes a guarantor with Subordinating Loan Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum owed by the Borrower or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Borrower to any indebtedness of any guarantor to such Borrower Subordinating Loan Party (the “Intercompany Indebtedness”), that the payment of any endorserIntercompany Indebtedness is subordinated in right of payment, obligor or any other guarantor to the extent and in the manner provided in this Section 11.23, to the payment in full of all or any part Obligations and the termination of the Aggregate Commitments (other than contingent or inchoate indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agents and the applicable L/C Issuer shall have been made) (the “Discharge of the Senior Obligations”), or against and that the subordination herein is for the benefit of the Agents and the Lenders. Without limitation of the foregoing with respect to any Intercompany Indebtedness, so long as no Event of its propertiesDefault has occurred and is continuing, the Borrower may make and any Subordinating Loan Party may receive any (x) payments of principal and interest, including, without limitation, claims arising from liens prepayments of principal, (y) applicable expense or security interests upon propertyindemnity payments payable in accordance with the terms thereof and (z) refinancings, shall be subordinate and subject in right replacements, renewals or extensions of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect subordinate to the Obligations in accordance with this Section 11.23; provided, that in the event that any Subordinating Loan Party receives any payment of any such Intercompany Indebtedness at a time when such payment is prohibited by this Section 11.23, such payment shall be held by such Subordinating Loan Party, in contravention trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Agents (provided that, in the event that any other holder of this Agreement or senior Indebtedness permitted under the Loan Documents has the same right to receive such payments, the Borrower shall be permitted to make such payment or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior distribution to the satisfaction of all of the Obligations (other than contingent indemnity obligations) applicable agent and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agentsuch other senior Indebtedness on a pari passu basis, for the benefit of such Personspro rata, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessarybased on outstanding principal amount, if any payment is required thereunder), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, " (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no unless an Event of Default has occurred and is continuing each and the Borrower receives from the Administrative Agent a payment blockage notice pursuant to this Section 9.17 that has not been withdrawn, the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor the Guarantors, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from the Guarantors, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any such guarantor shall be and are subordinated to the rights of the Holders of Secured Obligations in those assets. The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) shall have been fully paid and satisfied (in cash). If all or any part of the assets of any such guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Guarantor, to the Borrower ("Intercompany Indebtedness") shall be paid or delivered directly to the Administrative Agent, who shall remit it to the Collateral Agent if required under the Intercreditor Agreement for application in accordance with the Intercreditor Agreement, or, if not required under the Intercreditor Agreement, for application to any of the Secured Obligations, due or to become due, until such Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations and other contingent obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Secured Obligations and the holders of obligations under the Obligations Senior Secured Indenture Documents and shall forthwith deliver the same to the Administrative Agent, who shall remit it to the Collateral Agent if required under the Intercreditor Agreement for application in accordance with the benefit Intercreditor Agreement or, if not required under the Intercreditor Agreement, for application to any of such Personsthe Secured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of Administrative Agent or the ObligationsCollateral Agent, as applicable. If the applicable Borrower fails to make any such endorsement or assignment to the Collateral Agent or the Administrative Agent, the Collateral Agent or the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among satisfied, the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorGuarantor except as otherwise permitted by the Loan Documents.

Subordination of Intercompany Indebtedness. 8.1. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and not in contravention whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the foregoingassets of any such Loan Party are sold, so long then, and in any such event (such events being herein referred to as no Default has occurred and is continuing each Borrower may make loans to and receive payments an "Insolvency Event"), any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any indebtedness of any Loan Party to any Grantor ("Intercompany Indebtedness from each such guarantor Indebtedness") shall be paid or delivered directly to the extent permitted by Collateral Agent for application to the terms of this Agreement and the other Loan DocumentsObligations, whether matured or unmatured. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower any Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements pursuant to any Loan Document or Hedging Agreement among Commitments of the Borrowers and the Lenders (and their Affiliates)Lenders, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Obligor where necessary), for application to any of the Obligations, due whether matured or not dueunmatured, and, until so delivered, the same shall be held in trust by the applicable Borrower such Grantor as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorLenders.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor Subsidiary Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations, Banking Services Obligations and Hedging Obligations under Hedging Agreements; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from any Subsidiary Guarantor, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Subsidiary Guarantor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations), the Banking Services Obligations and the Hedging Obligations under Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, Banking Services Agreement or Hedging Agreement among the Borrower and the Holders of Obligations (or any affiliate thereof) have been terminated. If all or any part of the assets of any Subsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Subsidiary Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Subsidiary Guarantor is dissolved or if substantially all of the assets of any such Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Subsidiary Guarantor to the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, Banking Services Obligations and Hedging Obligations under 77 the Hedging Agreements, due or to become due, until such Obligations, Banking Services Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) ), Banking Services Obligations and Hedging Obligations under Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document Document, Banking Services Agreement or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Obligations (and their Affiliatesaffiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, such Banking Services Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders Holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) ), such Banking Services Obligations and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document Document, Banking Services Agreement or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Obligations (and their Affiliatesaffiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorSubsidiary Guarantor.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any (a) The Company, for itself and all claims on behalf of such Borrower against any each of its Affiliates that is Subsidiaries (each, a guarantor with respect “Subordinating Note Party”), covenants and agrees, in their respective capacities as issuers or holders of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum chargeable to any indebtedness Subordinating Note Party or due in respect of any guarantor the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations made by a Subordinating Note Party to such Borrower another Subordinating Note Party as holder (the “Intercompany Indebtedness”), that the payment of any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Intercompany Indebtedness is subordinated in right of payment payment, to the prior paymentextent and in the manner provided in this Section 23.10, to the payment in full and in cash, of all obligations under this Agreement, any Subsidiary Guaranty and the Notes (collectively, the “Obligations; provided that”), and not in contravention that the subordination is for the benefit of the holders of the Notes. Without limitation of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, (1) as to any Permitted Intercompany Financings, any Subordinating Note Party may make loans to and receive any (x) payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement principal and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Defaultinterest, including, without limitation, an event described prepayments of principal, (y) applicable expense or indemnity payments payable in Section 8.1(Faccordance with the terms thereof and (z) refinancings, replacements, renewals or (G), prior extensions of such Permitted Intercompany Financings to the satisfaction of all of extent permitted by this Agreement and subordinate to the Obligations in accordance with this Section 23.10 and (2) as to Intercompany Indebtedness other than contingent Permitted Intercompany Financings, any Subordinating Note Party may make and receive any (x) regularly scheduled payments of principal and interest as and when due, (y) applicable expense or indemnity obligationspayments payable in accordance with the terms thereof and (z) refinancings, replacements, renewals or extensions of such Intercompany Indebtedness to the extent permitted by this Agreement and subordinate to the termination Obligations in accordance with this Section 23.10; provided, that in the event that any Subordinating Note Party receives any payment of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)such Intercompany Indebtedness at a time when such payment is prohibited by this Section, each Borrower such payment shall receive and hold the same be held by such Subordinating Note Party, in trust, as trustee, trust for the benefit of of, and shall be paid forthwith over and delivered, upon written request, to the holders of Notes (provided that, in the Obligations and shall forthwith deliver event that any other holder of senior Indebtedness permitted under this Agreement has the same right to receive such payments, the Company shall be permitted to pay such payment or distribution to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application agent and to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligationssuch other senior Indebtedness on a pari passu basis, pro rata, based on outstanding principal amount (so long as such other senior Indebtedness contains a similar pari passu provision)). If the applicable Borrower fails to make any such endorsement or assignment to the Administrative AgentWaste Connections, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.Inc. Note Purchase Agreement

Subordination of Intercompany Indebtedness. (i) Each Borrower Guarantor agrees that any and all claims of such Guarantor against the Borrower against or any of its Affiliates that is a guarantor with respect other Guarantor hereunder (each an “Obligor”) owing to any indebtedness of any guarantor to such Borrower it (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsGuaranteed Obligations (other than indemnities and other contingent obligations as to which no claim has been made as at any time of determination); provided that, and not in contravention of the foregoing, so as long as no Event of Default has occurred and is continuing each Borrower continuing, such Guarantor may make loans to and receive payments in the ordinary course with respect to such the Intercompany Indebtedness. In the event of any receivership, bankruptcy, reorganization, rearrangement, debtor’s relief, or other insolvency proceeding (each, an “Insolvency Event”) involving any Guarantor as debtor, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to Intercompany Indebtedness from each of any Obligor to such guarantor Guarantor shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Guaranteed Obligations in accordance with the Credit Agreement until the Guaranteed Obligations (other than indemnities and other contingent obligations as to which no claim has been made as at any time of this Agreement and the other Loan Documentsdetermination) have been paid in full in cash. Should any payment, distribution, security such payment or instrument or proceeds thereof distribution be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Defaultany such Insolvency Event, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of the Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to on any of the Obligations, due or not due, and, Guaranteed Obligations in accordance with the Credit Agreement until so delivered, the same shall be held Guaranteed Obligations (other than indemnities and other contingent obligations as to which no claim has been made as at any time of determination) have been paid in trust by the applicable Borrower as the property of the holders of the Obligationsfull in cash. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)Loan Party, any endorser, obligor endorser or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertypursuant to the any intercompany Indebtedness permitted under Section 5.3(A)(v), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention . Notwithstanding any right of the foregoingBorrower to ask, so long as no Default has occurred demand, xxx for, take or receive any payment from any Loan Party, all rights, liens and is continuing each Borrower may make loans to security interests of the Borrower, whether now or hereafter arising and receive payments howsoever existing, in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor any assets of any Loan Party shall be and are subordinated to the extent permitted rights, if any, of the Agent and the Lenders in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the terms of Obligations shall have been paid in full in cash and satisfied and all financing arrangements under this Agreement and the other Loan DocumentsDocuments between the Borrower, the Agent and each Lender have been terminated. If, during the continuance of an Event of Default, all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Loan Party to the Borrower, including, without limitation, pursuant to the any intercompany Indebtedness permitted under Section 5.3(A)(v) ("Intercompany Indebtedness") shall be paid or delivered directly to the Agent (for the benefit of the Lenders) for application on any of the Obligations, due or to become due, until such Obligations shall have first been paid in full in cash and satisfied; provided, however, ordinary course payments or distributions made by any Loan Party to the Borrower shall be required to be paid or delivered to the Agent (for the benefit of the Lenders) only upon the Agent's request. The Borrower irrevocably authorizes and empowers the Agent (if directed to do so by the Required Lenders) to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of the Borrower such proofs of claim and take such other action, in the Agent's own name or in the name of the Borrower or otherwise, as Required Lenders may deem necessary or advisable for the enforcement of this Section 8.14. Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention during the continuance of this Agreement or the Loan Documents or after the occurrence an Event of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging under this Agreement among the Borrowers and the Lenders (other Loan Documents between the Borrower and their Affiliates)the Lenders, each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations each Lender and shall forthwith deliver the same to the Administrative Agent, Agent (for the benefit of such Personsthe Lenders), in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of each Lender; provided, however, ordinary course payments or distributions made to or by any Loan Party to the holders Borrower shall be required to be paid or delivered to the Agent (for the benefit of the ObligationsLenders) only upon the Agent's request after the occurrence and continuance of an Event of Default. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative AgentAgent (for the benefit of the Lenders), the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) cash and satisfied and all financing arrangements pursuant to any Loan Document or Hedging under this Agreement among the Borrowers and the Lenders (other Loan Documents between the Borrower and their Affiliates) the Lender have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative AgentAgent (for the benefit of the Lenders)) any claim such the Borrower has or may have against any guarantorLoan Party.

Subordination of Intercompany Indebtedness. Each Borrower agrees of the Credit Parties agree that any and all claims of indebtedness owed by such Borrower against any of its Affiliates that is a guarantor with respect Credit Party to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, Credit Party shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. Notwithstanding any right of any Credit Party to ask, demand, sxx for, take or receive any payment in respect of any intercompany Indebtedness owed to any Credit Party, any and not all rights, liens and security interests of any Credit Party, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of the foregoingCollateral given to the Agent to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Agent and the Lenders in those assets upon the occurrence and continuance of an Event of Default. No Credit Party shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Obligations (other than unasserted contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Credit Parties and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, then, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such Intercompany any intercompany Indebtedness from each such guarantor owed by any Credit Party shall be paid or delivered directly to the extent permitted by Agent for application on any of the terms Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Credit Parties irrevocably authorize and empower the Agent to demand, sxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of any Credit Party such proofs of claim and take such other action, in the Agent’s own name or in the name of the applicable Credit Party or 12298241.7 otherwise, as the Agent may deem necessary or advisable for the enforcement of this Agreement Section 9.18. The Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Secured Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower any Credit Party upon or with respect to the Intercompany intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Credit Parties and the Lenders (and their Affiliates)Lenders, each Borrower the applicable Credit Party shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Credit Party where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Credit Party as the property of the holders of the ObligationsLenders. If the applicable Borrower any Credit Party fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Credit Parties agree that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Credit Parties and the Lenders (and their Affiliates) have been terminated, such Borrower the Credit Parties will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Credit Parties have or may have against any guarantorother Subsidiary of the Parent.

Subordination of Intercompany Indebtedness. Each (a) The Borrower and each Subordinating Loan Party covenants and agrees that any (on its own behalf and all claims on behalf of such Borrower against any each of its Affiliates Subsidiaries that is or becomes a guarantor with Subordinating Loan Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum owed by the Borrower or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Borrower to any indebtedness of any guarantor to such Borrower Subordinating Loan Party (the “Intercompany Indebtedness”), that the payment of any endorserIntercompany Indebtedness is subordinated in right of payment, obligor or any other guarantor to the extent and in the manner provided in this Section 11.23, to the payment in full of all or any part Obligations and the termination of the Aggregate Commitments (other than contingent or inchoate indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agents and the applicable L/C Issuer shall have been made) (the “Discharge of the Senior Obligations”), or against and that the subordination herein is for the benefit of the Agents and the Lenders. Without limitation of the foregoing with respect to any Intercompany Indebtedness, so long as no Event of its propertiesDefault has occurred and is continuing, the Borrower may make and any Subordinating Loan Party may receive any (x) payments of principal and interest, including, without limitation, claims arising from liens prepayments of principal, (y) applicable expense or security interests upon propertyindemnity payments payable in accordance with the terms thereof and (z) refinancings, shall be subordinate and subject in right replacements, renewals or extensions of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect subordinate to the Obligations in accordance with this Section 11.23; provided, that in the event that any Subordinating Loan Party receives any payment of any such Intercompany Indebtedness at a time when such payment is prohibited by this Section 11.23, such payment shall be held by such Subordinating Loan Party, in contravention trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Agents (provided that, in the event that any other holder of this Agreement or senior Indebtedness permitted under the Loan Documents has the same right to receive such payments, the Borrower shall be permitted to make such payment or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior distribution to the satisfaction of all of the Obligations (other than contingent indemnity obligations) applicable agent and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agentsuch other senior Indebtedness on a pari passu basis, for the benefit of such Personspro rata, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessarybased on outstanding principal amount, if any payment is required thereunder), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.159

Subordination of Intercompany Indebtedness. Each Borrower agrees of the Borrowers agree that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect Intercompany Indebtedness owed to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. Notwithstanding any right of any Borrower to ask, demand, sxx for, take or receive any payment in respect of any Intercompany Indebtedness owed to any Borrower , any and not all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of 77 Collateral given to the Administrative Agent for the benefit of the foregoingLenders to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Administrative Agent and the Lenders in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, then, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any Intercompany Indebtedness from each such guarantor owed by any Borrower shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Borrowers irrevocably authorize and empower the Administrative Agent to demand, sxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of any Borrower such proofs of claim and take such other action, in the Administrative Agent’s own name or in the name of the applicable Borrower or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Agreement Section 9.17. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Lenders, each the applicable Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsLenders. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Borrowers agree that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Borrowers will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Borrowers have or may have against any guarantorother Subsidiary of the Parent Borrower.

Subordination of Intercompany Indebtedness. Each Borrower Subsidiary Guarantor agrees that any and that, until one of Termination Conditions is satisfied, all claims of such Borrower Subsidiary Guarantor against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)the Company, any endorser, obligor other Subsidiary Guarantor or any other guarantor of all or any part of the ObligationsGuaranteed Obligations (each as used in this Section 6(b), an “Obligor”), or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertyproperty with respect to any such claim owing to such Subsidiary Guarantor (“Intercompany Indebtedness”) held by such Subsidiary Guarantor, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower such Subsidiary Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated Obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower such Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G6(b), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Termination Conditions, each Borrower such Subsidiary Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Holders and shall forthwith deliver the same to the Administrative AgentTrustee, for the benefit of such Personsthe Holders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Subsidiary Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Subsidiary Guarantor as the property of the holders of the ObligationsHolders. If the applicable Borrower any Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative AgentTrustee, the Administrative Agent Trustee or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Subsidiary Guarantor agrees that until the Obligations (other than one of the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedTermination Conditions is satisfied, such Borrower no Subsidiary Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Guarantor against the Borrower against or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsGuaranteed Obligations (other than obligations expressly stated to survive such payment); provided that, and not in contravention of the foregoing, so as long as no Event of Default has occurred and is continuing each Borrower continuing, such Guarantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Intercompany Indebtedness from each such guarantor Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the extent permitted by rights of the terms Holders of this Agreement Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) (other than obligations expressly stated to survive such payment) and all financing arrangements pursuant to any Loan DocumentsDocument have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than obligations expressly stated to survive such payment) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligationsobligations expressly stated to survive such payment) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates)Holders of Guaranteed Obligations, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders Holders of the Guaranteed Obligations. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsobligations expressly stated to survive such payment) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates) Holders of Guaranteed Obligations have been terminated, such Borrower except as otherwise permitted by the Credit Agreement, no Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor other Guarantor or any other guarantor of all the Guaranteed Obligations or any part of the ObligationsBorrower (each as used in this Section 6(b), an "OBLIGOR"), or against any of its properties, including, without limitation, claims arising from liens Liens or security interests upon propertyproperty with respect to any indebtedness of any Obligor owing to such Guarantor ("INTERCOMPANY INDEBTEDNESS"), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsGuaranteed Obligations and the satisfaction of all other Termination Conditions; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower such Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted by the terms of this the Credit Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower such Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this the Credit Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G)) of the Credit Agreement, prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Termination Conditions, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Guarantor as the property of the holders Holders of the Obligations. If the applicable Borrower any Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) prior and satisfied and complete satisfaction of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedTermination Conditions, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. (a) Each Borrower of the Company and the Subsidiary Guarantors hereby agrees that any and all claims intercompany Indebtedness or other intercompany receivables, intercompany payables or intercompany advances directly or indirectly made by or owed to the Company or such Subsidiary Guarantor by any Subsidiary Guarantor or the Company, as applicable, of such Borrower against whatever nature at any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, time outstanding shall be subordinate and subject in right of payment to the prior paymentindefeasible payment in cash of the Guaranteed Obligations as they become due. Each of the Company and the Subsidiary Guarantors hereby agrees that it shall not become obligated or otherwise liable for any intercompany Indebtedness, or other intercompany receivable, intercompany payable or intercompany advance that is owed to any Person other than the Company or any Subsidiary Guarantor, unless such Person agrees that such Indebtedness, receivable, payable or advance (as applicable) is completely subordinated to the Guaranteed Obligations and subject in right of payment to the prior indefeasible payment in cash of the Guaranteed Obligations as they become due, and that no payment on any such Indebtedness, receivable, payable or advance shall be made by the Company or any Subsidiary Guarantor until payment in full in cash of all Guaranteed Obligations that are outstanding, due and payable (for purposes of this Section 3.18, only, the “Termination Date”); except: intercompany receivables, intercompany payables, intercompany advances and intercompany Indebtedness made to, or on behalf of, any Person, other than the Company or any Subsidiary Guarantor, permitted pursuant to the terms hereof may be paid or repaid, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, each case so long as no Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness be continuing, from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all Consolidated Cash Flow of the Obligations Company after payments into the Cash Collateral Fund required by Section 3.05; provided, however that payments (other than contingent indemnity obligationsi) in respect of taxes (ii) reimbursements of costs and expenses for operation and maintenance and (iii) repayments of amounts advanced for Gas Price Protection Arrangements may be paid before payments into the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorCash Collateral Fund.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, " (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no unless an Event of Default has occurred and is continuing each and the Borrower receives from the Administrative Agent a payment blockage notice pursuant to this Section 9.17 that has not been withdrawn, the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor the Guarantors, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, sue for, take or receive any payment from the Guarantors, all rightx, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any such guarantor shall be and are subordinated to the rights of the Holders of Secured Obligations in those assets. The Borrower shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) shall have been fully paid and satisfied (in cash). If all or any part of the assets of any such guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Guarantor, to the Borrower ("Intercompany Indebtedness") shall be paid or delivered directly to the Administrative Agent for application to any of the Secured Obligations, due or to become due, until such Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations and other contingent obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, Agent for application to any of the benefit of such PersonsSecured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsAdministrative Agent. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, contingent indemnity obligations, and other contingent obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among satisfied, the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorGuarantor except as otherwise permitted by the Loan Documents.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, 110 and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each Borrower The Company agrees that any and all claims of such Borrower the Company against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ” (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower the Company may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor another Loan Party to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Company to ask, demand, xxx for, take or receive any payment from any other Loan Party, all rights, liens and security interests of the Company, whether now or hereafter arising and howsoever existing, in any assets of any other Loan Party shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. The Company shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit have been terminated. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the assets of any such Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any such Loan Party to the Company (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the Company upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among Document, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Bilateral Letters of Credit, the Borrowers and the Lenders (and their Affiliates), each Borrower Company shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Company where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Company as the property of the holders of the Obligations. If the applicable Borrower Company fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower The Company agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Documents, Secured Hedge Agreements, Secured Cash Management Agreements and the Lenders (and their Affiliates) Secured Bilateral Letters of Credit have been terminated, such Borrower the Company will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower the Company has or may have against any guarantorother Loan Party.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; , provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14 hereof. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved, or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any Indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging this Security Agreement among the Borrowers and the Lenders (and their Affiliates)in accordance with Section 8.14 hereof, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders of the ObligationsSecured Parties. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid termination of this Security Agreement in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedaccordance with Section 8.14 hereof, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentAgent or Parent or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each (a) The Borrower and each Subordinating Loan Party covenants and agrees that any (on its own behalf and all claims on behalf of such Borrower against any each of its Affiliates Subsidiaries that is or becomes a guarantor with Subordinating Loan Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum owed by the Borrower or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Borrower to any indebtedness of any guarantor to such Borrower Subordinating Loan Party (the “Intercompany Indebtedness”), that the payment of any endorserIntercompany Indebtedness is subordinated in right of payment, obligor or any other guarantor to the extent and in the manner provided in this Section 11.23, to the payment in full of all or any part Obligations and the termination of the Aggregate Commitments (other than contingent or inchoate indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agents and the applicable L/C Issuer shall have been made) (the “Discharge of the Senior Obligations”), or against and that the subordination herein is for the benefit of the Agents and the Lenders. Without limitation of the foregoing with respect to any Intercompany Indebtedness, so long as no Event of its propertiesDefault has occurred and is continuing, the Borrower may make and any Subordinating Loan Party may receive any (x) payments of principal and interest, including, without limitation, claims arising from liens prepayments of principal, (y) applicable expense or security interests upon propertyindemnity payments payable in accordance with the terms thereof and (z) refinancings, shall be subordinate and subject in right replacements, renewals or extensions of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect subordinate to the Obligations in accordance with this Section 11.23; provided, that in the event that any Subordinating Loan Party receives any payment of any such Intercompany Indebtedness at a time when such payment is prohibited by this Section 11.23, such payment shall be held by such Subordinating Loan Party, in contravention trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Agents (provided that, in the event that any other holder of this Agreement or senior Indebtedness permitted under the Loan Documents has the same right to receive such payments, the Borrower shall be permitted to make such payment or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior distribution to the satisfaction of all of the Obligations (other than contingent indemnity obligations) applicable agent and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agentsuch other senior Indebtedness on a pari passu basis, for the benefit of such Personspro rata, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessarybased on outstanding principal amount, if any payment is required thereunder), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.149

Subordination of Intercompany Indebtedness. (a) Each Borrower of the Company and the Subsidiary Guarantors hereby agrees that any and all claims intercompany Indebtedness or other intercompany receivables, intercompany payables or intercompany advances directly or indirectly made by or owed to the Company or such Subsidiary Guarantor by any Subsidiary Guarantor or the Company, as applicable, of such Borrower against whatever nature at any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, time outstanding shall be subordinate and subject in right of payment to the prior paymentindefeasible payment in full in cash of the Xxxxxx Guarantee Obligations. Each of the Company and the Subsidiary Guarantors hereby agrees that it shall not become obligated or otherwise liable for any intercompany Indebtedness, or other intercompany receivable, intercompany payable or intercompany advance that is owed to any Person other than the Company or any Subsidiary Guarantor, unless such Person agrees that such Indebtedness, receivable, payable or advance (as applicable) is completely subordinated to the Xxxxxx Guarantee Obligations and subject in right of payment to the prior indefeasible payment in full in cash of the Xxxxxx Guarantee Obligations, and that no payment on any such Indebtedness, receivable, payable or advance shall be made by the Company or any Subsidiary Guarantor until the earliest to occur of: (i) satisfaction and discharge of the Series 2002A Bonds pursuant to the Indenture, (ii) defeasance of the Series 2002A Bonds pursuant to the Indenture or (iii) payment in full in cash of all Xxxxxx Guarantee Obligations that are outstanding, due and payable at the time the Series 2002A Bonds are paid in full in cash (for purposes of this Section 4.23, only, collectively the "Termination Date"); except: intercompany receivables, intercompany payables, intercompany advances and intercompany Indebtedness made to, or on behalf of, any Person, other than the Company or any Subsidiary Guarantor, permitted pursuant to the terms hereof may be paid or repaid, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, each case so long as no Event of Default has shall have occurred and be continuing; provided, however, that the foregoing shall not apply to any intercompany Indebtedness or other intercompany receivable, intercompany payable or intercompany advance with a Person, other than the Company or any Subsidiary Guarantor, where such Person is continuing each Borrower may make loans expressly prohibited from agreeing to the foregoing subordination pursuant to the terms and receive payments in provisions of the ordinary course definitive credit documentation with respect to Indebtedness of such Intercompany Indebtedness from each such guarantor Person for borrowed money listed on Schedule 7.3(k) to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorCredit Agreement.

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; Obligations (other than obligations expressly stated to survive such payment or termination), provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Administrative Agent in those assets until the payment in full in cash, of all Obligations (other than obligations expressly stated to survive such payment or termination), provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Grantor may ask, demand, take or receive any payment or take such other actions to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. If an Event of Default exists, no Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall, if an Event of Default has occurred and is continuing, be paid or delivered directly to the Administrative Agent for application on any of the Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging this Security Agreement among the Borrowers and the Lenders (and their Affiliates)in accordance with Section 8.14, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Secured Parties and shall, if an Event of the Obligations Default has occurred and shall is continuing, forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders of the ObligationsSecured Parties. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid termination of this Security Agreement in full (in cash) and satisfied and all financing arrangements accordance with Section 8.14, except by operation of law pursuant to any Loan Document or Hedging a merger permitted by the Credit Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such any Guarantor against the Borrower against or any of its Affiliates that is a guarantor other Obligor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided thatObligations of the Borrower under the Credit Agreement. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and not in contravention whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the foregoingassets of any such Obligor are sold, so long then, and in any such event (such events being herein referred to as no Default has occurred and is continuing each Borrower may make loans to and receive payments an "Insolvency Event"), any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any indebtedness of any Obligor to any other Obligor ("Intercompany Indebtedness from each such guarantor Indebtedness") shall be paid or delivered directly to the extent permitted by Collateral Agent for application to the terms Obligations of this Agreement and the other Loan DocumentsBorrower under the Credit Agreement, whether matured or unmatured. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower any Obligor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements pursuant to any Loan Document or Hedging Agreement among Commitments of the Borrowers and the Lenders (and their Affiliates)Lenders, each Borrower such Obligor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Obligor where necessary), for application to any the Obligations of the Obligations, due or not dueBorrower under the Credit Agreement, and, until so delivered, the same shall be held in trust by the applicable Borrower such Obligor as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorLenders.

Subordination of Intercompany Indebtedness. Each Borrower Subsidiary Guarantor agrees that any and until one of the Termination Conditions is satisfied, all claims of such Borrower Subsidiary Guarantor against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)the Company, any endorser, obligor other Subsidiary Guarantor or any other guarantor of all or any part of the ObligationsGuaranteed Obligations (each as used in this Section 6(b), an “Obligor”), or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertyproperty with respect to any such claim owing to such Subsidiary Guarantor (“Intercompany Indebtedness”) held by such Subsidiary Guarantor, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower such Subsidiary Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated Obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower such Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G6(b), prior to the satisfaction of all one of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Termination Conditions, each Borrower such Subsidiary Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations Notes and shall forthwith deliver the same to the Administrative AgentTrustee, for the benefit of such Personsthe Holders of Notes, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Subsidiary Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Subsidiary Guarantor as the property of the holders Holders of the ObligationsNotes. If the applicable Borrower any Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative AgentTrustee, the Administrative Agent Trustee or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Subsidiary Guarantor agrees that until one of the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedTermination Conditions is satisfied, such Borrower no Subsidiary Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of Intercompany Indebtedness held by such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each such Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a such Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Guaranteed Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each such Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Borrowers where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable such Borrower as the property of the holders Holders of the Obligations. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Guaranteed Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such no Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorIntercompany Indebtedness.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor Subsidiary Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from any Subsidiary Guarantor, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Subsidiary Guarantor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Documents have been terminated. If all or any part of the assets of any Subsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Subsidiary Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Subsidiary Guarantor is dissolved or if substantially all of the assets of any such Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Subsidiary Guarantor to the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) ), and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliatesaffiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders Holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorSubsidiary Guarantor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor Subsidiary Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from any Subsidiary Guarantor, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Subsidiary Guarantor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Obligations (or any affiliate thereof) have been terminated. If all or any part of the assets of any Subsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Subsidiary Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Subsidiary Guarantor is dissolved or if substantially all of the assets of any such Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Subsidiary Guarantor to the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders holders of Obligations (and their Affiliatesaffiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders Holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Obligations (and their Affiliatesaffiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantor.Subsidiary Guarantor. THE ADMINISTRATIVE AGENT

Subordination of Intercompany Indebtedness. Each Borrower 7.1. The Grantor agrees that any and all claims of such Borrower the Grantor against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided provided, that, and not in contravention for the avoidance of the foregoingdoubt, so long as no Event of Default has occurred and is continuing shall be continuing, each Borrower Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness (as hereinafter defined) from each such guarantor any other Loan Party to the extent permitted not prohibited by the terms of this the Credit Agreement and the other Loan Documents. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the assets of any such Loan Party are sold, then, and in any such event (such events being herein referred to as an "Insolvency Event"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Loan Party to the Grantor ("Intercompany Indebtedness") shall be paid or delivered directly to the Collateral Agent for application to the Secured Obligations, due or to become due, until the Secured Obligations shall have been fully paid and satisfied in cash. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and Secured Obligations, the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Secured Parties, and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the any necessary endorsement or assignment of the applicable Borrower where necessaryGrantor), for application to any of the Secured Obligations, due or not to become due, until the Secured Obligations shall have been fully paid and satisfied in cash, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorSecured Parties.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)Alliance, any endorser, obligor endorser or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, including without limitation, claims arising from liens limitation pursuant to the Intercompany Note or security interests upon propertyIntercompany Security Agreement executed pursuant to Section 6.3(A)(iii), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from Alliance, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of Alliance (whether constituting part of Collateral given to any Holder of Secured Obligations or the Agent to secure payment of all or any part of the Secured Obligations or otherwise) shall be and are subordinated to the rights of the Holders of Secured Obligations and the Agent in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Holders of Secured Obligations have been terminated. If all or any part of the assets of Alliance, or the proceeds thereof, are subject to any distribution, division or application to the creditors of Alliance, whether partial or complete, voluntary or involuntary, and not in contravention whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of Alliance is dissolved or if substantially all of the foregoingassets of Alliance are sold, so long then, and in any such event (except as no Default has occurred otherwise required in connection with the BLN Acquisition and is continuing each Borrower may make loans to and receive payments the Alliance Sale), any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such Intercompany Indebtedness from each such guarantor any indebtedness of Alliance to the extent permitted by Borrower, including the terms Intercompany Loans ("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. The Borrower irrevocably authorizes and empowers the Agent to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of the Borrower such proofs of claim and take such other action, in the Agent's own name or in the name of the Borrower or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Agreement Section 9.14. The Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Secured Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Holders of Secured Obligations, each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Secured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders Holders of the Secured Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) Holders of Secured Obligations have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorAlliance.

Subordination of Intercompany Indebtedness. Each (a) The Borrower and each Subordinating Loan Party covenants and agrees that any (on its own behalf and all claims on behalf of such Borrower against any each of its Affiliates Subsidiaries that is or becomes a guarantor with Subordinating Loan Party), in their respective capacities as issuers or holders (as applicable) of any principal, interest (including interest which accrues after the commencement of any case or proceeding in bankruptcy or for the reorganization of any company), fees, charges, expenses, attorneys’ fees and any other sum owed by the Borrower or due in respect of the aggregate unpaid amount of all advances, indebtedness, loans, payables and other extensions of credit and obligations owed by the Borrower to any indebtedness of any guarantor to such Borrower Subordinating Loan Party (the “Intercompany Indebtedness”), that the payment of any endorserIntercompany Indebtedness is subordinated in right of payment, obligor or any other guarantor to the extent and in the manner provided in this Section 11.23, to the payment in full of all or any part Obligations and the termination of the Commitments (other than contingent or inchoate indemnification obligations for which no claim has been asserted) (the “Discharge of the Senior Obligations”), or against and that the subordination herein is for the benefit of the Agent and the Lenders. Without limitation of the foregoing with respect to any Intercompany Indebtedness, so long as no Event of its propertiesDefault has occurred and is continuing, the Borrower may make and any Subordinating Loan Party may receive any (x) payments of principal and interest, including, without limitation, claims arising from liens prepayments of principal, (y) applicable expense or security interests upon propertyindemnity payments payable in accordance with the terms thereof and (z) refinancings, shall be subordinate and subject in right replacements, renewals or extensions of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect subordinate to the Obligations in accordance with this Section 11.23; provided, that in the event that any Subordinating Loan Party receives any payment of any such Intercompany Indebtedness at a time when such payment is prohibited by this Section 11.23, such payment shall be held by such Subordinating Loan Party, in contravention trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Agent (provided that, in the event that any other holder of this Agreement or senior Indebtedness permitted under the Loan Documents has the same right to receive such payments, the Borrower shall be permitted to make such payment or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior distribution to the satisfaction of all of the Obligations (other than contingent indemnity obligations) applicable agent and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agentsuch other senior Indebtedness on a pari passu basis, for the benefit of such Personspro rata, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessarybased on outstanding principal amount, if any payment is required thereunder), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.106

Subordination of Intercompany Indebtedness. Each Borrower Grantor agrees that any and all claims of such Borrower Grantor against any of its Affiliates that is a guarantor other Grantor (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; , provided that, and not in contravention of the foregoing, that so long as no Default has occurred and is continuing each Borrower continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Xxxntor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Secured Obligations and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all Commitments and Facility LCs issued under the Credit Agreement have terminated or expired, provided that so long as no Default has occurred and is continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. After the occurrence and during the continuance of a Default, if all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Lenders and Facility LCs issued pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Credit Agreement, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Secured Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders Holders of the Secured Obligations. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Grantor agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document Commitments and Facility LCs issued under the Credit Agreement have terminated or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedexpired, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor Guarantor with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Guarantor to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Borrower to ask, demand, xxx for, take or receive any payment from any Guarantor, all rights, liens and security interests of the Borrower, whether now or hereafter arising and howsoever existing, in any assets of any Guarantor shall be and are subordinated to the rights of the Holders of Secured Obligations and the Administrative Agent in those assets. The Borrower shall have no right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrower and the Holders of Secured Obligations (or any affiliate thereof) have been terminated. If all or any part of the assets of any Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Guarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Guarantor is dissolved or if substantially all of the assets of any such Guarantor are sold, then, and in any such event (such events being herein referred to as an "INSOLVENCY EVENT"), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Guarantor to the Borrower ("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document and or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Secured Obligations (and their Affiliatesaffiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders Holders of the Secured Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders Holders of Secured Obligations (and their Affiliatesaffiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorGuarantor.

Subordination of Intercompany Indebtedness. Each Borrower Subsidiary Guarantor agrees that any and until one of the Termination Conditions is satisfied, all claims of such Borrower Subsidiary Guarantor against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”)the Company, any endorser, obligor other Subsidiary Guarantor or any other guarantor of all or any part of the ObligationsGuaranteed Obligations (each as used in this Section 6(b), an “Obligor”), or against any of its properties, including, without limitation, claims arising from liens or security interests upon propertyproperty with respect to any such claim owing to such Subsidiary Guarantor (“Intercompany Indebtedness”) held by such Subsidiary Guarantor, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided provided, that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower such Subsidiary Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documentsrelated Obligor. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower such Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G6(b), prior to the satisfaction of all one of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Termination Conditions, each Borrower such Subsidiary Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Holders and shall forthwith deliver the same to the Administrative AgentTrustee, for the benefit of such Personsthe Holders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Subsidiary Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Subsidiary Guarantor as the property of the holders of the ObligationsHolders. If the applicable Borrower any Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative AgentTrustee, the Administrative Agent Trustee or any of its officers or employees are irrevocably authorized to make the same. Each Borrower Subsidiary Guarantor agrees that until one of the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.Termination Conditions is 7

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against any of its Affiliates that is a guarantor other Guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), ” (as hereinafter defined) or against any endorser, obligor or any other guarantor of all or any part of the ObligationsGuaranteed Obligations (each an “Obligor”), or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; , provided that, and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing each Borrower continuing, such Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Obligor to the extent permitted not prohibited by the terms of this Agreement the Financing Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Agents in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Guarantee has terminated in accordance with Section 10 hereof. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other Loan Documentsaction or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until the Guarantee Termination Date shall have occurred; provided, that notwithstanding anything in the foregoing to the contrary, indebtedness in respect of the promissory notes set forth on Schedule A hereto shall not constitute Intercompany Indebtedness for purposes of this Section 15 and shall not be subject to the provisions of this Section 15. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Guarantee Termination Date, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Secured Parties, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders of the ObligationsSecured Parties. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Obligations (other than the contingent indemnity obligations) have been paid termination of this Guarantee in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedaccordance with Section 10, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative AgentAgent or another Guarantor) any claim any such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Any Indebtedness of the Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all Credit Party now or hereafter held by any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject Guarantor is hereby subordinated in right of payment to the prior payment, indefeasible payment in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction cash of all of the Guaranteed Obligations (other than (1) contingent indemnity indemnification obligations, (2) Secured Cash Management Obligations or Secured Hedge Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the Issuing Lender have been made). Notwithstanding the foregoing, provided an Event of Default does not exist, the Borrower or any other Credit Party may make any payments (whether principal, interest, fees, expenses or any other payment of any kind) to any Guarantor on account of any such Indebtedness. After the occurrence and during the continuance of an Event of Default, none of the Guarantors will demand, xxx for, or otherwise attempt to collect any such Indebtedness until the indefeasible payment in full in cash of the Guaranteed Obligations (other than (1) contingent indemnification obligations, (2) Secured Cash Management Obligations or Secured Hedge Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the Issuing Lender have been made) and termination or expiration of the termination of all financing arrangements pursuant Commitments under the Credit Agreement. If any amount shall erroneously be paid to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Guarantor on account of any such Indebtedness of any Credit Party, each Borrower such amount shall receive and hold the same be held in trust, as trustee, trust for the benefit of the holders of the Obligations Credit Parties and shall forthwith deliver the same be paid to the Administrative AgentAgent to be credited against the payment of the Guaranteed Obligations, for the benefit of such Personswhether matured or unmatured, in precisely accordance with the form received (except for the endorsement or assignment terms of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorCredit Agreement.

Subordination of Intercompany Indebtedness. Each Borrower of the Grantors agrees that any and all claims of such Grantor against either the Company, any Subsidiary Borrower against or any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower other Grantor hereunder (“Intercompany Indebtedness”each an "OBLIGOR"), any endorser, endorser or obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided PROVIDED, that, and not in contravention of the foregoing, so long as no Default or Unmatured Default has occurred and is continuing each Borrower such Grantor may make loans to and receive payments in the ordinary course with respect to such any "Intercompany Indebtedness from each such guarantor Indebtedness" (as defined below) to the extent permitted by the terms of this the Credit Agreement and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, sue xxx, take or receive any payment from any Obligor all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Lenders and the Agents in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the 121 Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document among the Company or any Subsidiary Borrower and the Lenders have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor ("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Each Grantor irrevocably authorizes and empowers the Administrative Agent to demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Grantor such proofs of claim and take such other action, in the Administrative Agent's own name or in the name of such Grantor or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this SECTION 3. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower any Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Company or any Subsidiary Borrower and the Lenders (Agents and their Affiliates)the Lenders, each Borrower such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of Agents and the Obligations Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Agents and the Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower such Grantor where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower such Grantor as the property of the holders of the ObligationsLenders. If the applicable Borrower any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower of the Grantors agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Company and the Subsidiary Borrowers and the Agents and the Lenders (and their Affiliates) have been terminated, such Borrower no Grantor will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Borrower Grantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower 7.1. The Grantor agrees that any and all claims of such Borrower the Grantor against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“"Intercompany Indebtedness”" (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and not in contravention whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the foregoingassets of any such Loan Party are sold, so long then, and in any such event (such events being herein referred to as no Default has occurred and is continuing each Borrower may make loans to and receive payments an "Insolvency Event"), any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such Intercompany Indebtedness from each such guarantor any indebtedness of any Loan Party to the extent permitted by Grantor ("Intercompany Indebtedness") shall be paid or delivered directly to the terms Collateral Agent for application on any of this Agreement the Obligations, due or to become due, until such Obligations shall have first been fully paid and the other Loan Documentssatisfied in cash. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the Grantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements pursuant to any Loan Document or Hedging Agreement among Commitments of the Borrowers and Lenders, the Lenders (and their Affiliates), each Borrower Grantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Obligor where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Grantor as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantorLenders.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Guarantor against the Foreign Parent Borrower against or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), with respect to any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower any Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor the Foreign Parent Borrower or any other Guarantor to the extent permitted by the terms of this Agreement Guaranty and the other Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to any rights of the Lenders and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all Revolving Loan Commitments and Letters of Credit issued under the Credit Agreement have terminated or expired. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (excluding, for the avoidance of doubt, any mandatory statutory claims of any Guarantor organized under German law for compensation of annual losses under a control or profit and loss pooling agreement (Beherrschungs- oder Gewinnabführungsvertrag)) (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Revolving Loan Commitments and Letters of Credit issued pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Credit Agreement, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders of the ObligationsLenders. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Revolving Loan Document Commitments and Letters of Credit issued under the Credit Agreement have terminated or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedexpired, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative AgentAgent or another Obligor) any claim any such Borrower Guarantor has or may have against any guarantor.Obligor. 

Subordination of Intercompany Indebtedness. Each Borrower of the Borrowers agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect Intercompany Indebtedness owed to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that. Notwithstanding any right of any Borrower to ask, demand, sxx for, take or receive any payment in respect of any Intercompany Indebtedness owed to any Borrower, any and not all rights, liens and security interests of any Borrower, whether now or hereafter arising and howsoever existing, in contravention any assets of any other Subsidiary of Parent (whether constituting part of Collateral given to the Administrative Agent for the benefit of the foregoingLenders to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Administrative Agent and the Lenders in those assets. No Borrower shall have any right to possession of any such asset or to foreclose upon any such asset, so whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders have been terminated. So long as no any Event of Default has shall have occurred and is continuing each Borrower may make loans to and receive payments be continuing, any payment or distribution of any kind or character, either in the ordinary course cash, securities or other property, which shall be payable or deliverable upon or with respect to such any Intercompany Indebtedness from each such guarantor owed by any Borrower shall be paid or delivered directly to the extent permitted by Administrative Agent for application on any of the terms Obligations, due or to become due, until such Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied. Each of the Borrowers irrevocably authorizes and empowers the Administrative Agent to demand, sxx for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of any Borrower such proofs of claim and take such other action, in the Administrative Agent’s own name or in the name of the applicable Borrower or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of this Agreement Section 10.17. The Administrative Agent may vote such proofs of claim in any such proceeding, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the other Loan Documentssame may be paid or issued and apply the same on account of any of the Obligations. Should any payment, distribution, security or instrument or proceeds thereof be received by a any Borrower upon or with respect to the Intercompany Indebtedness in contravention at any time an Event of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Default shall have occurred and be continuing and prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Lenders, each the applicable Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith so long as any Event of Default shall have occurred and be continuing promptly deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the ObligationsLenders. If the applicable any Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees So long as any Event of Default shall have occurred and be continuing, the Borrowers agree that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Borrowers will not neither assign or nor transfer to any Person (other than the Administrative Agent) any claim such Borrower has the Borrowers have or may have against any guarantorother Subsidiary of Parent.

Subordination of Intercompany Indebtedness. Each Borrower agrees that any and all claims of such Borrower against any of its Affiliates that is a guarantor with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates), each Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and 112 satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates Subsidiaries that is a guarantor with respect to any indebtedness of any guarantor to such the Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Guarantor against either any Borrower against or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower the Guarantors may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor to the extent otherwise permitted by under the terms Credit Agreement. Notwithstanding any right of this Agreement any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan DocumentsDocument, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold (other than in an transaction permitted under the Credit Agreement), then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity Exhibit 10.1 obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among any of the Borrowers and the Lenders (and their Affiliates)Holders of Obligations, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders Holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Holders of Obligations, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders Holders of the Obligations. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among any of the Borrowers and the Lenders (and their Affiliates) Holders of Obligations have been terminated, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative Agent or any other transferee that agrees to be bound by the terms of this Guaranty in writing (in form and substance acceptable to the Administrative Agent)) any claim any such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each Borrower The Parent Guarantor agrees that any and all claims of such Borrower the Parent Guarantor against any of its Affiliates that is a guarantor other Loan Party with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, ” (as hereinafter defined) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower the Parent Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor another Loan Party to the extent permitted not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of the Parent Guarantor to ask, demand, xxx for, take or receive any payment from any other Loan Party, all rights, liens and security interests of the Parent Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Loan Party shall be and are subordinated to the rights of the holders of the Obligations and the Administrative Agent in those assets. The Parent Guarantor shall not have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document or Designated Hedging Agreement have been terminated. If all or any part of the assets of any Loan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Loan Party, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Loan Party is dissolved or if substantially all of the assets of any such Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any such Loan Party to the Parent Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Obligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Obligations and Hedging Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the Parent Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), Insolvency Event prior to the satisfaction of all of the Obligations (other than contingent 91 67501104_3 indemnity obligations) and Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document and or Designated Hedging Agreement among Agreements, the Borrowers and the Lenders (and their Affiliates), each Borrower Parent Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Parent Guarantor where necessary), for application to any of the Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Parent Guarantor as the property of the holders of the Obligations and such Hedging Obligations. If the applicable Borrower Parent Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each Borrower The Parent Guarantor agrees that until the Obligations (other than the contingent indemnity obligations) and such Hedging Obligations have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or any Designated Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminated, such Borrower the Parent Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim such Borrower the Parent Guarantor has or may have against any guarantorother Loan Party.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Guarantor against the Foreign Parent Borrower against or any of its Affiliates that is a guarantor other Guarantor hereunder (each an “Obligor”) with respect to any indebtedness of any guarantor to such Borrower (“Intercompany Indebtedness”” (as hereinafter defined), with respect to any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each Borrower any Guarantor may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor the Foreign Parent Borrower or any other Guarantor to the extent permitted by the terms of this Agreement Guaranty and the other Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to any rights of the Lenders and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all Revolving Loan Commitments and Letters of Credit issued under the Credit Agreement have terminated or expired. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (excluding, for the avoidance of doubt, any mandatory statutory claims of any Guarantor organized under German law for compensation of annual losses under a control or profit and loss pooling agreement (Beherrschungs- oder Gewinnabführungsvertrag)) (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by a Borrower the applicable Guarantor upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Revolving Loan Commitments and Letters of Credit issued pursuant to any Loan Document or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates)Credit Agreement, each Borrower such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Personsthe Lenders, in precisely the form received (except for the endorsement or assignment of the applicable Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower Guarantor as the property of the holders of the ObligationsLenders. If the applicable Borrower any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are is irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Revolving Loan Document Commitments and Letters of Credit issued under the Credit Agreement have terminated or Hedging Agreement among the Borrowers and the Lenders (and their Affiliates) have been terminatedexpired, such Borrower no Guarantor will not assign or transfer to any Person (other than the Administrative AgentAgent or another Obligor) any claim any such Borrower Guarantor has or may have against any guarantorObligor.

Subordination of Intercompany Indebtedness. Each The Borrower agrees that any and all claims of such the Borrower against any of its Affiliates that is a guarantor Subsidiary Guarantors with respect to any indebtedness of any guarantor Subsidiary Guarantor to such the Borrower (“Intercompany Indebtedness”), any endorser, obligor or any other guarantor Subsidiary Guarantor of all or any part of the Obligations, or against any of its properties, including, without limitation, claims arising from liens or security interests upon property, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Obligations; : provided that, and not in contravention of the foregoing, so long as no Default has occurred and is continuing each the Borrower may make loans to and receive payments in the ordinary course with respect to such Intercompany Indebtedness from each such guarantor Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Should any payment, distribution, security or instrument or proceeds thereof be received by a the Borrower upon or with respect to the Intercompany Indebtedness in contravention of this Agreement or the Loan Documents or after the occurrence of a Default, including, without limitation, an event described in Section 8.1(F) or (G), ) prior to the satisfaction of all of the Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates), each the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the holders of the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of such Persons, in precisely the form received (except for the endorsement or assignment of the applicable Borrower where necessary), for application to any of the Obligations, due or not due, and, until so delivered, the same shall be held in trust by the applicable Borrower as the property of the holders of the Obligations. If the applicable Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees are irrevocably authorized to make the same. Each The Borrower agrees that until the Obligations involving the payment of monies (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document or Hedging Agreement among the Borrowers Borrower and the Lenders (and their Affiliates) have been terminated, such the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim such the Borrower has or may have against any guarantorSubsidiary Guarantor.