Common use of Subordination of Intercompany Indebtedness Clause in Contracts

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” 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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations 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 Unliquidated Obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, Document and any Swap Agreement or any Banking Services Agreement agreement evidencing Rate Management Transactions 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsLenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsLenders, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsLenders. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedfully performed. 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 Holders for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative AgentHolders of Guaranteed Obligations, the Administrative Agent Holders of Guaranteed Obligations or any of its their officers or employees is are irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedfully performed, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than unasserted contingent indemnification obligations not yet due and payable); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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 under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 under any Swap Agreement or Banking Services Agreement, and other 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 the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsobligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, except as otherwise permitted by the Credit Agreement, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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 (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsobligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, except as otherwise permitted by the Credit Agreement, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower Company or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” 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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedfully performed. 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 Beneficiaries for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative AgentHolders of Guaranteed Obligations, the Administrative Agent Holders of Guaranteed Obligations or any of its their officers or employees is are irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedfully performed, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “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 properties, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; Notes Obligations (other than obligations expressly stated to survive such payment), provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments of principal and interest from any Obligor with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Notes Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Notes Collateral Agent in those assetsassets until the payment in full in cash, of all Notes 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 Notes Documents. No Guarantor 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 all of the Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance with Section 8.13. 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 Grantor (“Intercompany Indebtedness”) shall shall, if an Event of Default has occurred and is continuing, be paid or delivered directly to the Administrative Notes Collateral Agent for application on any of the Guaranteed Notes Obligations, due or to become due, until such Guaranteed Notes 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.13, such Guarantor 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 Guaranteed Obligations Default has occurred and shall is continuing, forthwith deliver the same to the Administrative Notes Collateral Agent, for the benefit of the Holders Secured Parties (or prior to the Discharge of Guaranteed the Credit Agreement Obligations, the Bank Agent), in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Notes Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Notes Collateral Agent, the Administrative Notes Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 8.13, except by operation of law pursuant to any Loan Document among a merger permitted by the Borrower and the Holders of Guaranteed Obligations have been terminated, Indenture no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentNotes Collateral Agent or the Issuer or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” 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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations 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 shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, Document and any Swap Agreement or any Banking Services Agreement agreement evidencing Rate Management Transactions 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsLenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsLenders, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsLenders. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal principal, interest and interest other amounts 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 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 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) and all financing arrangements pursuant to any Loan Document, Document or 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that that, except as otherwise permitted by the Credit Agreement, 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) of its Subsidiaries with respect to any “"Intercompany Indebtedness” " (as hereinafter defined) (herein, the "Obligated Entity"), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Obligated Entity to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any ObligorObligated Entity, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Obligated Entity shall be and are subordinated to the rights of the Holders of Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed 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, any Swap Document or Hedging Agreement among the Borrower and the Holders of Secured Obligations (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any ObligorObligated Entity, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorObligated Entity, 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 Obligated Entity is dissolved or if substantially all of the assets of any such Obligor Obligated Entity 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 Obligated Entity to any Guarantor the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 Borrower and the Holders of Guaranteed ObligationsSecured Obligations (and their affiliates), such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders of Guaranteed Secured Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 Borrower and the Holders of Guaranteed Secured Obligations (and their affiliates) have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorObligated Entity.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; provided that, as long as no and not in contravention of the foregoing, unless an Event of Default has occurred and is continuingcontinuing and the Borrower receives from the Administrative Agent a payment blockage notice pursuant to this Section 9.17 that has not been withdrawn, such Guarantor the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from the Guarantors, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any Obligorthe Guarantors, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor such guarantor shall be and are subordinated to the rights of the Holders of Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services Obligations, contingent indemnity obligations, and other contingent obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated). If all or any part of the assets of any Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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, 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 Indebtedness of any Obligor Guarantor, to any Guarantor the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on to any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Secured Obligations (other than obligations to pay fees and the termination of all financing arrangements pursuant expenses with respect to any Loan Document among which the Borrower and the Holders of Guaranteed has not received an invoice, Rate Management Obligations, such Guarantor Banking Services Obligations, contingent indemnity obligations and other contingent obligations), the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, Agent for the benefit application to any of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower 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 Guarantor Borrower as the property of the Holders of Guaranteed ObligationsAdministrative Agent. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services 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 among satisfied, the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor except as otherwise permitted by the Loan Documents.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other of its Subsidiaries that is a Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx sxx for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed 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, any Swap Agreement Document or any Banking Services Designated Hedging Agreement have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 Guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Guarantor to any Guarantor the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and the Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Guaranteed Obligations or 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document among and/or Designated Hedging Agreement, the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations all Designated Hedging Agreements have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments of principal and interest from any Obligor with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance 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 Guarantor Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.14, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations 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 shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsParties, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsParties, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsParties. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Parties have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) of its Subsidiaries that is a guarantor with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any Obligorguarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor guarantor shall be and are subordinated to the rights of the Holders of Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed 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, any Swap Agreement Document among the Borrower and the Holders of Secured Obligations (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any Obligorguarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Indebtedness of any Obligor guarantor to any Guarantor the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsSecured Obligations (and their Affiliates), such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders Holder of Guaranteed Secured Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed the Secured Obligations (and their Affiliates) have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any Obligorguarantor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor business with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Secured Obligations and the Administrative Collateral Agent in those assets. No Guarantor 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 Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance with Section 8.12 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 Guarantor Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Collateral Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.12 hereof, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed Secured Obligations. If any such Guarantor 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 is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 8.12 hereof, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Company or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against Holdings, the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among Holdings, the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among Holdings, the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower Borrowers and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorObligor except as otherwise permitted pursuant to any Loan Document. Each Guarantor's liability under this Guaranty is limited so that each obligation of, or transfer by, any Guarantor under this Guaranty, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the greatest amount that would not render its liability hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief Laws.

Subordination of Intercompany Indebtedness. Each The Guarantor agrees that any and all claims of such the Guarantor against the Borrower Borrower, the General Partner or any other Subsidiary Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such the Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any the Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such the 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 Guaranteed Obligations Parties and the Administrative Agent in those assets. No The 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 Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 the 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower or the General Partner and the Holders of Guaranteed ObligationsParties, such the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsParties, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsParties. If any such the Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each The 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 among the Borrower or the General Partner and the Holders of Guaranteed Obligations Parties have been terminated, no the Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim any such the Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower any other Grantor or any other Guarantor hereunder Subsidiary of the Company (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor business with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Financing Documents. Notwithstanding any right of any Guarantor Alliance – Security Agreement Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, whether now or hereafter arising and howsoever existing, in any assets assets, excluding any Excluded Assets, of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations Secured Parties and the Administrative Collateral Agent in those assets. No Guarantor 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 Guaranteed 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, any Swap Agreement or any Banking Services Commitments of the Lenders and Letters of Credit issued under the Credit Agreement have been terminatedterminated 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 similar 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 solddissolved, 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 Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Collateral Agent for application on any of the Guaranteed Secured Obligations, due or to become duedue in accordance with Section 5.1 of the Intercreditor Agreement, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among the Borrower and the Holders of Guaranteed ObligationsCredit Agreement, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor 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 is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed termination of the Secured Obligations (other than the contingent indemnity obligations) have been paid a set forth in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedSection 8.11 hereof, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Company or another Grantor or pursuant to a receivables securitization program permitted by Section 5.02(b)(iii)(H) of the Credit Agreement and Section 10.3(c)(viii) of the Note Purchase Agreement) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” 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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank); provided that, unless otherwise prohibited as long as no Event of Default has occurred and is continuingotherwise set forth below, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, 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 Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, 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 indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document have been terminated. If Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, (a) if all or any part of the assets of any such 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 in each case by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other similar action or proceeding, proceeding with respect to such Obligor (all of the foregoing referred to as an “Insolvency Proceeding”) or (b) if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, in each case pursuant to an Insolvency Proceeding with respect to such Obligor, 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 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 indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) shall have first been fully paid and satisfied (in cash). Should Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the such Intercompany Indebtedness after any such Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the provisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsDocument, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Upon acceleration of the Loans pursuant to Article VII of the Credit Agreement, each Guarantor agrees that until the Guaranteed Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit that have been cash collateralized in accordance with the contingent indemnity obligationsprovisions of the Credit Agreement or with respect to which other arrangements have been made that are satisfactory to the applicable Issuing Bank) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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 (other than contingent indemnity obligations not yet due and payable) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal principal, interest and interest other amounts 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 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 similar 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 for borrowed money 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that during the occurrence of an Event of Default, except as otherwise permitted by the Credit Agreement, 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than unasserted contingent indemnification obligations not yet due and payable); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, then, and in any sold (each such event (such events being herein referred to as an “Insolvency Event”), then 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Obligor agrees that any and all claims of such Guarantor Obligor against the Borrower or any other Guarantor hereunder Obligor (each an “Intercompany Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor Obligor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor business with respect to such Intercompany IndebtednessIndebtedness from each such Intercompany Obligor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Obligor to ask, demand, xxx for, take or receive any payment from any Intercompany Obligor, all rights, liens and security interests of such GuarantorObligor, whether now or hereafter arising and howsoever existing, in any assets of any other Intercompany Obligor shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor Obligor 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFacility Termination Date has occurred. If all or any part of the assets of any Intercompany Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Intercompany 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 Intercompany Obligor is dissolved or if substantially all of the assets of any such Intercompany 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 Intercompany Obligor to any Guarantor Obligor (“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 the applicable Guarantor Obligor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all occurrence of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsFacility Termination Date, such Guarantor Obligor shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders holders of Guaranteed the Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Obligor 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 Guarantor Obligor as the property of the Holders holders of Guaranteed the Obligations. If any such Guarantor Obligor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Obligor 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedFacility Termination Date has occurred, no Guarantor Obligor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Obligor) any claim any such Guarantor Obligor has or may have against any Intercompany Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor of the Loan Parties, jointly and severally, agrees that any and all claims of such Guarantor any of them against the Borrower other or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), against any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its 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, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor Loan Party to ask, demand, xxx for, take or receive any payment from any Obligorother, all rights, liens and security interests of such Guarantorany Loan Party, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Loan Party shall be and are subordinated to the rights of the Holders Lenders, or other holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor Loan Party 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 among the Loan Document, any Swap Agreement or any Banking Services Agreement Parties and the Lenders and other holders of Obligations have been terminated. If all or any part of the assets of any ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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 Obligor Loan Party is dissolved or if substantially all of the assets of any such Obligor Loan Party are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”)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 such Loan Party to any Guarantor other Loan Party (“"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 (satisfied. Each Loan Party irrevocably authorizes and empowers 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 the applicable Loan Party such proofs of claim and take such other action, in cash)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 Section 11.17. 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 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 the applicable Guarantor any Loan Party upon or with respect to the Intercompany Indebtedness on or after any Insolvency Event and the acceleration of the Obligations but 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 among the Borrower Loan Party and the Holders Lenders and other holders of Guaranteed Obligations, such Guarantor the applicable Loan Party shall receive and hold the same in trust, as trustee, for the benefit of the Holders Lenders and other holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders Lenders and other holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Loan Parties 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 Guarantor Loan Parties, as applicable, as the property of the Holders Lenders and other holders of Guaranteed Obligations. If any such Guarantor Loan Party fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor agrees The Loan Parties agree 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 among the Borrower Loan Parties and the Holders Lenders and other holders of Guaranteed Obligations have been terminated, no Guarantor the Loan Parties will not assign or transfer to any Person (other than the Administrative AgentAgent or another Loan Party) any claim any such Guarantor Loan Party has or may have against any Obligorother Loan Party.

Subordination of Intercompany Indebtedness. Each Guarantor of the Issuer and the Guarantors (for the purposes of this Section 11.8, a “Creditor”) acknowledges and agrees that any all present and future Intercompany Indebtedness (whether on account of principal, interest, indemnity or otherwise) and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be security therefor is hereby postponed and made subordinate and subject in right of payment to the prior payment, payment in full and of, (i) in cashthe case of the Intercompany Indebtedness of the Issuer, of all the Guaranteed Obligations, and (ii) in the case of any Intercompany Indebtedness of a Guarantor, all present and future liabilities and obligations of such Guarantor pursuant to its Debenture Guarantee; provided that, as so long as there is no Event of Default which is continuing and which has occurred not been waived in writing by the Debenture Trustees, and is continuingGuaranteed Obligations have not been accelerated pursuant to this Indenture, such Guarantor may each Creditor shall be entitled to receive and retain for its own account all payments in respect of principal and interest from any Obligor with respect the Intercompany Indebtedness made in the ordinary course of business or pursuant to the terms of the 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 Guarantor, whether now on account of principal, interest, indemnity or hereafter arising and howsoever existing, in any assets otherwise. Following the occurrence of any other Obligor shall be and are subordinated to the rights an Event of the Holders of Guaranteed Obligations Default which is continuing 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 acceleration of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to this Indenture, the Holders and the Debenture Trustees shall be entitled to receive payment in full in cash in respect of the Guaranteed Obligations (including interest accruing after, or which would accrue but for, the commencement of any Loan Documentproceeding at the rate specified in or determined in accordance with this Indenture, whether or not a claim for such interest would be allowed) before any Swap Agreement Creditor shall be entitled to receive any payment or distribution in respect of Intercompany Indebtedness, and no payments will be made, given or permitted, directly or indirectly, by set-off, redemption, purchase or in any Banking Services Agreement have been terminated. If all other manner, as payment of or security for the whole 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 Intercompany Indebtedness. If a payment or distribution is made to a Creditor in contravention of any kind or characterthis paragraph, either such Creditor shall hold such payment in cash, securities or other property, which trust for the Holders and the Debenture Trustees and 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 immediately pay over and deliver such payment to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorDebenture Trustees.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be Be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Payment Event of Default or Acceleration Event (as defined in the Security Agreement) has occurred and is continuing, such Guarantor may make loans and otherwise extend Intercompany Indebtedness to, and receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessIndebtedness to the extent not prohibited by the other terms of the 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 the rights of the Holders of Guaranteed Obligations 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 shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, 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, 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 the Unliquidated Obligations) shall have first been fully paid and satisfied (or, in cashthe case of Letters of Credit, cash collateralized pursuant to terms reasonably acceptable to the Administrative Agent). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsSecured Parties, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Secured Parties have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) Loan Party with respect to any “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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such continuing each Borrower Guarantor may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from another Loan Party to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower Guarantor to ask, demand, xxx for, take or receive any payment from any Obligorother Loan Party, all rights, liens and security interests of such any Borrower Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Loan Party shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Borrower 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 Document, any Swap Agreement or any Banking Services Agreement 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 ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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 Obligor Loan Party is dissolved or if substantially all of the assets of any such Obligor 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 Obligor such Loan Party to any Borrower 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 the applicable any Borrower Guarantor upon or with respect to the Intercompany Indebtedness after any an 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 among the Borrower and the Holders Documents, Secured Hedge Agreements, Secured Cash Management Agreements or Secured Bilateral Letters of Guaranteed ObligationsCredit, such Borrower Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the such 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 such Borrower Guarantor as the property of the Holders holders of Guaranteed the Obligations. If any such Borrower Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are 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 among the Borrower Documents, Secured Hedge Agreements, Secured Cash Management Agreements and the Holders Secured Bilateral Letters of Guaranteed Obligations Credit have been terminated, no Borrower Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Borrower Guarantor has or may have against any Obligorother Loan Party.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “"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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event obligations of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect pursuant to Intercompany Indebtednessthe Guaranty. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the obligations of such Guarantor pursuant to the Guaranty or otherwise) shall be and are subordinated to the rights of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Administrative Agent Lenders in those assets. No Guarantor 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 Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan DocumentDocument among the Borrower and the Agents, any Swap Agreement or any Banking Services Agreement the LC Issuers and the Lenders have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 Obligor Guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Guarantor to any Guarantor the Borrower (“"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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after 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 among the Borrower and the Holders of Guaranteed ObligationsAgents, such Guarantor the LC Issuers and the Lenders, the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower 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 Guarantor Borrower as the property of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor The Borrower 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 among the Borrower and the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder guarantor of all or any part of the Guaranteed Obligations (each each, an “Obligor”) ), or against any of their respective properties, in each case with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, Payment in full and in cash, Full of all Guaranteed Obligations; provided that, as long as no Specified 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 business with respect to such Intercompany IndebtednessIndebtedness from each Obligor to the extent not prohibited by the terms of the Credit Agreement, this Guaranty or the other Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, until Payment in Full of the Guaranteed Obligations, 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 Guaranteed Obligations and the Administrative Agent Secured Parties 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 (Paid in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFull. 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 or, except as expressly permitted under Section 6.03 of the Credit Agreement, 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 application, in accordance with and in the order set forth in Section 2.17(b) of the Credit Agreement, to any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (Paid in cash)Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all Payment in Full of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the such Guarantor where necessary), for application application, in accordance with and in the order set forth in Section 2.17(b) of the Credit Agreement, to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the such Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid Paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFull, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) Loan Party with respect to any “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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such continuing each Borrower Guarantor may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from another Loan Party to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower Guarantor to ask, demand, xxx for, take or receive any payment from any Obligorother Loan Party, all rights, liens and security interests of such any Borrower Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Loan Party shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Borrower 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 Document, any Swap Agreement or any Banking Services Agreement 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 ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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 Obligor Loan Party is dissolved or if substantially all of the assets of any such Obligor 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 Obligor such Loan Party to any Borrower 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 the applicable any Borrower Guarantor upon or with respect to the Intercompany Indebtedness after any an 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 among the Borrower and the Holders Documents, Secured Hedge Agreements, Secured Cash Management Agreements or Secured Bilateral Letters of Guaranteed ObligationsCredit, such Borrower Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the such 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 such Borrower Guarantor as the property of the Holders holders of Guaranteed the Obligations. If any such Borrower Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are 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 among the Borrower Documents, Secured Hedge Agreements, Secured Cash Management Agreements and the Holders Secured Bilateral Letters of Guaranteed Obligations Credit have been terminated, no Borrower Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Borrower Guarantor has or may have against any Obligor.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 Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, Payment in full and in cash, Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessSecured Obligations (other than contingent indemnity obligations). Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Collateral Agent in those assets. No Guarantor 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 Guaranteed Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (Paid in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFull. 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 (other than any such events not prohibited by the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents) 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 Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Collateral Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (Paid in cash)Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all financing arrangements Commitments of the Banks and Letters of Credit issued pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsBank Credit Agreement, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor 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 is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed Secured Obligations (other than the contingent indemnity obligations) have been paid Paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFull, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx sxx 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Payment Event of Default or Acceleration Event has occurred and is continuing, such Guarantor Grantor may make loans and extend other Intercompany Indebtedness to and receive payments of principal and interest from any Obligor with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance 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 Guarantor Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (or, in the case of Letters of Credit, cash-collateralized pursuant to terms reasonably acceptable to the Administrative Agent). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.14 hereof, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 8.14 hereof, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than contingent indemnity obligations); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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 (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, 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, 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 the applicable Guarantor upon or with respect to the Intercompany Indebtedness after 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 among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations (other than Unliquidated Obligations; ), provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor business with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance 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 Guarantor Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, in accordance with Article VII, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.14, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, in accordance with Article VII, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such required endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or any Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each The Guarantor agrees that any and all claims of such the Guarantor against the Borrower or any other Guarantor hereunder Designated Borrowers (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such the Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any the Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such the 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 the 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower Designated Borrowers and the Holders of Guaranteed Obligations, such the Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If any such the Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each The 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 among the Borrower Designated Borrowers and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such the Guarantor has or may have against any ObligorObligor except as otherwise permitted pursuant to any Loan Document. The Guarantor's liability under this Guaranty is limited so that each obligation of, or transfer by, the Guarantor under this Guaranty, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the greatest amount that would not render its liability hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief Laws.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations (other than Unliquidated Obligations; ), provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor business with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement, the Indenture and the other Collateral Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Collateral Agent in those assets. No Guarantor 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 Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance 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 Guarantor Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Collateral Agent (or, subject to the Intercreditor Agreements, to the Administrative Agent or such other Person to whom delivery is required thereunder) for application on any of the Guaranteed Secured Obligations, due or to become due, in accordance with Article VII, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.14, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Collateral Agent (or, subject to the Intercreditor Agreements, to the Administrative AgentAgent or such other Person to whom delivery is required thereunder), for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, in accordance with Article VII, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such required endorsement or assignment to the Administrative Collateral Agent, the Administrative Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentCollateral Agent or the Company or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights rights, if any, of the Holders of 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Subsidiary Guarantor agrees that any and all claims of such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor hereunder (each each, an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations until the Termination Date; provided that, as long as no Event of Default has occurred and is continuing, such Subsidiary Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessIndebtedness to the extent not prohibited by the other terms of the Loan Documents. Notwithstanding any right of any Subsidiary Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Subsidiary 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 Guaranteed Obligations Secured Parties, the Administrative Agent and the Administrative Collateral Agent in those assets. No Subsidiary 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedTermination Date. 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 Indebtedness of any Obligor to any Subsidiary 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 shall have first been fully paid and satisfied (in cash)the Termination Date. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Subsidiary Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsSecured Parties, such Subsidiary Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the 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 Subsidiary Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Subsidiary Guarantor fails to make any such endorsement or assignment to the Administrative Agent or the Collateral Agent, the Administrative Agent or the Collateral Agent or any of its their officers or employees is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor Loan Party hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx sxx 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Guaranteed Hedge 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor hereby appoints the Administrative Agent the true and lawful attorney-in-fact of such Guarantor solely for the purpose of carrying out the foregoing provisions of this Guaranty and taking any action and executing any instrument that the Administrative Agent reasonably may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest and shall terminate upon the indefeasible payment in full in cash of the Guaranteed Obligations and the termination of Aggregate Commitments and the Loan Documents and all financing arrangements pursuant to any Loan Document, any Guaranteed Hedge Agreement or any Banking Services Agreement. Each 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative AgentAgent or another Guarantor) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each each, an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuingcontinuing and the Administrative Agent instructs such Guarantor otherwise, such Guarantor may receive payments 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 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 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 Payment and satisfied (Termination in cash) Full has occurred and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 shall have first been fully paid Payment and satisfied (Termination in cash)Full has occurred. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations Payment and Termination in Full and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid Payment and Termination in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFull has occurred, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder guarantor of all or any part of the Guaranteed Obligations (each each, an “Obligor”) ), or against any of their respective properties, in each case with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, Payment in full and in cash, Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal principal, interest and interest other amounts from any Obligor with respect to Intercompany Indebtedness, in each case made in the ordinary course of business. 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 Holders of Guaranteed Obligations and the Administrative Agent Secured Parties 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 (Paid in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFull. 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, examinership, 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, in each case, while an Event of Default shall have occurred and is continuing, 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 shall have first been fully paid and satisfied (Paid in cash)Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and while an Event of Default shall have occurred and is continuing but prior to the satisfaction of all Payment in Full of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the 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 such Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid Paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFull, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor business with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance 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 Guarantor Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.14, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower Borrowers and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower Borrowers and the Holders of Guaranteed Obligations have been terminated, or the Final Release Conditions have been otherwise satisfied, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “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 properties, shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, in each case not due and payable, and other obligations expressly stated to survive such payment or termination) and expiration or termination of all Letters of Credit (or cash collateralization or other arrangements for such Letters of Credit reasonably satisfactory to the Administrative Agent), provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments of principal and interest from any Obligor with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Agent in those assetsassets until the payment in full in cash, of all Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, in each case not due and payable, and other obligations expressly stated to survive such payment or termination) and expiration or termination of all Letters of Credit (or cash collateralization or other arrangements for such Letters of Credit reasonably satisfactory to the Administrative Agent), 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. No Guarantor 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 all of the Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance 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 Guarantor Grantor (“Intercompany Indebtedness”) shall 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 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.14, such Guarantor 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 Guaranteed Obligations Default has occurred and shall is continuing, forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor 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 Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among a merger permitted by the Borrower and the Holders of Guaranteed Obligations have been terminated, Credit Agreement no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments in the ordinary course of principal and interest from any Obligor business with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations Secured Parties and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Obligations shall have been fully paid and satisfied (this Security Agreement has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedaccordance 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 Guarantor Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsthis Security Agreement in accordance with Section 8.14, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for, subject to the Intercreditor Agreement (for so long as the Intercreditor Agreement is in effect), application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 8.14, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined)Restricted Subsidiary, any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any Obligor, Subsidiary Guarantor all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Restricted Subsidiary (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 Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed 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, any Swap Agreement or any Banking Services Agreement among the Borrower and the Holders of Secured Obligations have been terminated. If all or any part of the assets of any ObligorRestricted Subsidiary, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany Restricted Subsidiary, 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 Restricted Subsidiary is dissolved or if substantially all of the assets of any such Obligor Restricted Subsidiary are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”)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 Subsidiary Guarantor to any Guarantor the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (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 cash)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 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 same 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Secured Obligations (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower Borrowers and the Holders of Guaranteed Secured Obligations, such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders of Guaranteed Secured Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Secured Obligations have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorRestricted Subsidiary.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that ------------------------------------------- any and all claims of such Guarantor against the Borrower or against any other of its Subsidiaries that is a Subsidiary Guarantor hereunder (each an “Obligor”) with respect to any “"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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no Event of Default -------- has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any ObligorSubsidiary Guarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Subsidiary Guarantor shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed 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, any Swap Document or Hedging Agreement among the Borrower and the holders of the Obligations (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any ObligorSubsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorSubsidiary 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 Obligor Subsidiary Guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Subsidiary Guarantor to any Guarantor the Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 Borrower and the Holders holders of Guaranteed ObligationsObligations (and their affiliates), such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 Borrower and the Holders holders of Guaranteed the Obligations (and their affiliates) have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorSubsidiary Guarantor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations Obligations, the Collateral Agent 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) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal principal, interest and interest other amounts 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 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 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) and all financing arrangements pursuant to any Loan Document, Document or 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that that, except as otherwise permitted by the Credit Agreement, 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 among the any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, Payment in full and in cash, Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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 (Paid in cash) Full and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (Paid in cash)Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction Payment in Full of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid Paid in full (in cash) and satisfied Full and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “"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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event obligations of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect pursuant to Intercompany Indebtednessthe Guaranty. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx sue for, take or receive any payment from any ObligorGuarantor, all rightsrightx, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the obligations of such Guarantor pursuant to the Guaranty or otherwise) shall be and are subordinated to the rights of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Administrative Agent Lenders in those assets. No Guarantor 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 Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan DocumentDocument among the Borrower and the Agents, any Swap Agreement or any Banking Services Agreement the LC Issuers and the Lenders have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 Obligor Guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Guarantor to any Guarantor the Borrower (“"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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after 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 among the Borrower and the Holders of Guaranteed ObligationsAgents, such Guarantor the LC Issuers and the Lenders, the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower 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 Guarantor Borrower as the property of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor The Borrower 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 among the Borrower and the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other of its Subsidiaries that is a Guarantor hereunder (each an “Obligor”) with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other 112 guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates ("DESIGNATED HEDGING AGREEMENTS"); provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx sue for, take or receive any payment from any ObligorGuarantor, all rights, liens xxxns and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed 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, any Swap Agreement Document or any Banking Services Designated Hedging Agreement have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 Guarantor is dissolved or if substantially all of the assets of any such Obligor Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”"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 Guarantor to any Guarantor the Borrower (“Intercompany Indebtedness”"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and the Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Guaranteed Obligations or 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations) and the Hedging Obligations under Designated Hedging Agreements and the termination of all financing arrangements pursuant to any Loan Document among and/or Designated Hedging Agreement, the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations all Designated Hedging Agreements have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor of the Issuer and the Guarantors (for the purposes of this Section 8.8, a “Creditor”) acknowledges and agrees that any all present and future Intercompany Indebtedness (whether on account of principal, interest, indemnity or otherwise) and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be security therefor is hereby postponed and made subordinate and subject in right of payment to the prior payment, payment in full and of, (i) in cashthe case of the Intercompany Indebtedness of the Issuer, of all the Guaranteed Obligations, and (ii) in the case of any Intercompany Indebtedness of a Guarantor, all present and future liabilities and obligations of such Guarantor pursuant to its Note Guarantee; provided that, as so long as there is no Event of Default which is continuing and which has occurred not been waived in writing by the Trustees, and is continuingGuaranteed Obligations have not been accelerated pursuant to this Indenture, such Guarantor may each Creditor shall be entitled to receive and retain for its own account all payments in respect of principal and interest from any Obligor with respect the Intercompany Indebtedness made in the ordinary course of business or pursuant to the terms of the 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 Guarantor, whether now on account of principal, interest, indemnity or hereafter arising and howsoever existing, in any assets otherwise. Following the occurrence of any other Obligor shall be and are subordinated to the rights an Event of the Holders of Guaranteed Obligations Default which is continuing 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 acceleration of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to this Indenture, the Holders and the Trustees shall be entitled to receive payment in full in cash in respect of the Guaranteed Obligations (including interest accruing after, or which would accrue but for, the commencement of any Loan Documentproceeding at the rate specified in or determined in accordance with this Indenture, whether or not a claim for such interest would be allowed) before any Swap Agreement Creditor shall be entitled to receive any payment or distribution in respect of Intercompany Indebtedness, and no payments will be made, given or permitted, directly or indirectly, by set-off, redemption, purchase or in any Banking Services Agreement have been terminated. If all other manner, as payment of or security for the whole 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 Intercompany Indebtedness. If a payment or distribution is made to a Creditor in contravention of any kind or characterthis paragraph, either such Creditor shall hold such payment in cash, securities or other property, which trust for the Holders and the Trustees and 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 immediately pay over and deliver such payment to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorTrustees.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services the Credit 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”) 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document the Credit Agreement among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 the Credit Agreement among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees The Borrowers agree that any and all claims of such any Borrower against any Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred is continuing the Borrowers may make loans to and is continuing, such Guarantor may receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness to the extent otherwise permitted under this Agreement. Notwithstanding any right of any Guarantor Borrower to ask, demand, xxx for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe Borrowers, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Administrative Agent Lenders in those assets. No Guarantor 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 Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any all of the Loan Document, any Swap Agreement or any Banking Services Agreement Documents have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 Obligor Guarantor is dissolved or if substantially all of the assets of any such Obligor Guarantor are soldsold (other than in an transaction permitted under this 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 Guarantor to any Guarantor Borrower (“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 the applicable Guarantor any Borrower upon or with respect to the Intercompany Indebtedness after 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 all of the Loan Document among the Borrower and the Holders of Guaranteed ObligationsDocuments, such Guarantor Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor such Borrower 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 Guarantor such Borrower as the property of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders. If any such Guarantor Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Borrower 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 among the Borrower Borrowers and the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders have been terminated, no Guarantor Borrower will 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 Agreement in writing (in form and substance acceptable to the Administrative Agent)) any claim any such Guarantor Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, 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, 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 ObligationsObligations of such Guarantor, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other of its Subsidiaries that is a Subsidiary Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any ObligorSubsidiary Guarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Subsidiary Guarantor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed 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, any Swap Document or Hedging Agreement among the Borrower and the Holders of Obligations (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any ObligorSubsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorSubsidiary 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 Obligor Subsidiary Guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Subsidiary Guarantor to any Guarantor the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 Borrower and the Holders of Guaranteed ObligationsObligations (and their affiliates), such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders of Guaranteed Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 Borrower and the Holders of Guaranteed Obligations (and their affiliates) have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorSubsidiary Guarantor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and and, during the existence of an Event of Default, subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Secured 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 Document, any Swap Agreement Document or any Banking Services Agreement Designated Financial Contract 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 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 the applicable Guarantor upon or with respect to the Intercompany Indebtedness after 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 among the Borrower and the Holders of Guaranteed Secured Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Secured Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Secured Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorObligor except as otherwise permitted pursuant to any Loan Document.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder guarantor of all or any part of the Guaranteed Obligations (each each, an “Obligor”) ), or against any of their respective properties, in each case with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, Payment in full and in cash, Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal principal, interest and interest other amounts from any Obligor with respect to Intercompany Indebtedness, in each case made in the ordinary course of business. 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 Holders of Guaranteed Obligations and the Administrative Agent Secured Parties 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 (Paid in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFull. 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, in each case, while an Event of Default shall have occurred and is continuing, 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 shall have first been fully paid and satisfied (Paid in cash)Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and while an Event of Default shall have occurred and is continuing but prior to the satisfaction of all Payment in Full of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the 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 such Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that that, except as otherwise permitted by the Credit Agreement, until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid Paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFull, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations 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 shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsLenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsLenders, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsLenders. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and and, during the existence of an Event of Default, subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Secured 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 Document, any Swap Agreement Designated Financial 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”) 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 the applicable Guarantor upon or with respect to the Intercompany Indebtedness after 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 among the any Borrower and the Holders of Guaranteed Secured Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Secured Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the any Borrower and the Holders of Guaranteed Secured Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest and other amounts 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 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 Guaranteed Secured 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement agreement evidencing Rate Management Transactions or any Banking agreement evidencing Cash Management 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”) 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 shall have first been fully paid and satisfied (in cash) (other than Unliquidated Obligations and Facility LCs that have been fully cash collateralized). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than the Unliquidated Obligations and Facility LCs that have been fully cash collateralized) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower Borrowers and the Holders of Guaranteed ObligationsSecured Obligations (other than Unliquidated Obligations and Facility LCs that have been fully cash collateralized), such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Secured Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsUnliquidated Obligations and Facility LCs that have been fully cash collateralized) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower Borrowers and the Holders of Guaranteed Secured Obligations have been terminatedterminated (other than those pertaining to Unliquidated Obligations or Facility LCs that have been fully cash collateralized), no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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 (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have been fully paid and satisfied (in cash) and the Commitments and all financing Letters of Credit (other than Extended Letters of Credit) issued under the Credit Agreement shall have terminated or expired (in each case without any pending draw), or otherwise become subject to cash collateralization or other arrangements pursuant reasonably satisfactory to any Loan Documentthe Administrative Agent, any Swap Agreement or any Banking Services Agreement and all LC Disbursements shall have been terminatedreimbursed. 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 each case, in a transaction that is otherwise 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 and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsobligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) have been paid in full (in cash) and satisfied and the Commitments and all financing Letters of Credit (other than Extended Letters of Credit) issued under the Credit Agreement shall have terminated or expired (in each case without any pending draw), or otherwise become subject to cash collateralization or other arrangements pursuant reasonably satisfactory to any Loan Document among the Borrower Administrative Agent, and the Holders of Guaranteed Obligations all LC Disbursements shall have been terminatedreimbursed, except as otherwise permitted by the Credit Agreement, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.. NetApp, Inc.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), ) or against any endorser, obligor or any other guarantor of all or any part of the Guaranteed ObligationsObligations (each an “Obligor”), or against any of its properties shall be subordinate subordinated and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor may make loans to and receive payments of principal and interest from any Obligor with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of the 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 the rights of the Holders of 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 (this Guarantee has terminated in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement accordance with Section 10 or any Banking Services Agreement have been terminatedSection 25 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, administration, 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 the Guarantee Termination Date shall have first been fully paid and satisfied (in cash)occurred. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsGuarantee Termination Date, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedaccordance with Section 10 or Section 25, no Guarantor will assign or transfer to any Person (other than the Administrative AgentAgent or another Guarantor) any claim any such Guarantor has or may have against any ObligorObligor in violation of the Credit Agreement.

Subordination of Intercompany Indebtedness. Each The Guarantor agrees that any and all claims of such the Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) Seller with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor endorser of all or any part of the Guaranteed Obligations, Obligations or against any of its their respective properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all of the Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessObligations (other than contingent indemnification obligations that have not yet arisen). Notwithstanding any right of any the Guarantor to ask, demand, xxx for, take or receive any payment from any Obligorthe Seller, all rights, liens and security interests of such the Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor the Seller shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent Beneficiary in those assets. No The 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 Guaranteed Obligations (other than contingent indemnification obligations that have not yet arisen) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Transaction Document have been terminated. If all or any part of the assets of any Obligorthe Seller, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorthe Seller, 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 the Seller is dissolved or if substantially all of the assets of any such Obligor the Seller 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 the Seller to any the Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent Beneficiary for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations (other than contingent indemnification obligations that have not yet arisen) shall have first been fully paid and satisfied (in cash)satisfied. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and (other than contingent indemnification obligations that have not yet arisen), the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Beneficiary and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsBeneficiary, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed ObligationsObligations (other than contingent indemnification obligations that have not yet arisen), due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed ObligationsBeneficiary. If any such the Guarantor fails to make any such endorsement or assignment to the Administrative AgentBeneficiary, the Administrative Agent Beneficiary or any of its officers or employees is irrevocably authorized to make the same. Each The Guarantor agrees that until the Guaranteed Obligations (other than Termination Date, the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will not assign or transfer to any Person (other than the Administrative AgentBeneficiary) any claim any such that the Guarantor has or may have against any Obligorthe Seller.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx sxx 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 Guaranteed Secured 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 and Guaranteed Obligations in respect of Swap Agreements) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Secured Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Secured Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsobligations and Guaranteed Obligations in respect of Swap Agreements) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Secured Obligations have been terminated, except as otherwise permitted by the Loan Agreement, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees that any and all claims of such Guarantor Borrower against the Borrower or any other Guarantor hereunder (each an “Obligor”) Loan Party with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties property shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor each Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such guarantor, including, the Loan Parties, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor a Borrower to ask, demand, xxx for, take or receive any payment from any Obligorguarantor, including the Loan Parties, all rights, liens and security interests of such Guarantora Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor such guarantor shall be and are subordinated to the rights of the Holders of Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor Each 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 Guaranteed Secured Obligations (other than Unliquidated Obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement Document among the Borrowers and the Holders of Secured Obligations (or any Banking Services Agreement Affiliate thereof) have been terminated. If If, at any time after the occurrence and during the continuance of an Event of Default, all or any part of the assets of any Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Indebtedness of any Obligor guarantor, including the Loan Parties, to any Guarantor either Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 at any time after the applicable Guarantor occurrence and during the continuation of an Event of Default upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Secured Obligations (other than Unliquidated Obligations) and the termination of all financing arrangements pursuant to any Loan Document among the either Borrower and the Holders of Guaranteed ObligationsSecured Obligations (and their Affiliates), such Guarantor the applicable Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor applicable Borrower where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor applicable Borrower as the property of the Holders Holder of Guaranteed Secured Obligations. If any such Guarantor a Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor Borrower agrees that until the Guaranteed Secured 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 among the Borrower Borrowers and the Holders of Guaranteed Secured Obligations (and their Affiliates) have been terminated, no Guarantor each Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor Borrower has or may have against any Obligorguarantor, including the Loan Parties.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor Grantor may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed 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, any Swap Agreement or any Banking Services Commitments and Facility LCs issued under the Credit Agreement have been terminatedterminated or expired. If 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 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 Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among the Borrower and the Holders of Guaranteed ObligationsCredit Agreement, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed Secured Obligations. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among Commitments and Facility LCs issued under the Borrower and the Holders of Guaranteed Obligations Credit Agreement have been terminatedterminated or expired, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined)Guarantor, any endorser, obligor endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties properties, including, without limitation, pursuant to the any intercompany Indebtedness permitted under SECTION 7.3(A)(VI), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx sue for, take or receive receixx any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor shall be and are subordinated to the rights rights, if any, of the Holders of Guaranteed Obligations Lenders and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed Obligations shall have been fully paid in full in cash and satisfied (in cash) and all financing arrangements pursuant to any under this Agreement and the other Loan Document, any Swap Agreement or any Banking Services Agreement Documents between the Borrower and the Agent and the Lenders have been terminated. If If, during the continuance of a Default, all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 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”)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 Guarantor to the Borrower, including, without limitation, pursuant to the any Guarantor intercompany Indebtedness permitted under SECTION 7.3(A)(VI) (“Intercompany Indebtedness”"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 shall have first been fully paid in full in cash and satisfied (satisfied; PROVIDED, HOWEVER, that ordinary course payments or distributions made by any Guarantor to the Borrower shall be required to be paid or delivered to the Agent only upon the Agent's request. The Borrower irrevocably authorizes and empowers the Agent to demand, sue for, collect and rxxxive 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 cash)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 SECTION 10.15. 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 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any Insolvency Event during the continuance of a Default and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any under this Agreement and the other Loan Document among Documents between the Borrower and the Holders of Guaranteed ObligationsAgent and the Lenders, such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Agent and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsAgent and the Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower 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 Guarantor Borrower as the property of the Holders of Guaranteed ObligationsAgent and the Lenders; PROVIDED, HOWEVER, that ordinary course payments or distributions made by any Guarantor to the Borrower shall be required to be paid or delivered to the Agent only upon the Agent's request. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) cash and satisfied and all financing arrangements pursuant to any under this Agreement and the other Loan Document among Documents between the Borrower and the Holders of Guaranteed Obligations Agent and the Lenders have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; , provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuingcontinuing and notice of an Event of Default has been given by the Administrative Agent, such Guarantor Grantor may make loans to and receive payments of principal and interest from any Obligor with respect to such Intercompany IndebtednessIndebtedness from each such Obligor to the extent not prohibited by the terms of this Security Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed 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, any Swap Agreement or any Banking Services Commitments and Letters of Credit issued under the Credit Agreement have been terminatedterminated 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 Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among the Borrower and the Holders of Guaranteed ObligationsCredit Agreement, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed Secured Obligations. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed 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 among Commitments and Letters of Credit issued under the Borrower and the Holders of Guaranteed Obligations Credit Agreement have been terminatedterminated or expired, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations 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 shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, 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, 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than Unliquidated Obligations) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Secured Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Secured Parties have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Borrower Guarantor agrees that any and all claims of such Borrower Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) Loan Party with respect to any “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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such continuing each Borrower Guarantor may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from another Loan Party to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Borrower Guarantor to ask, demand, xxx for, take or receive any payment from any Obligorother Loan Party, all rights, liens and security interests of such any Borrower Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Loan Party shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Borrower 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) 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, any Swap Agreement Document or any Banking Services Designated Hedging Agreement have been terminated. If all or any part of the assets of any ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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 Obligor Loan Party is dissolved or if substantially all of the assets of any such Obligor 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 Obligor such Loan Party to any Borrower Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable any Borrower Guarantor upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligationsor Designated Hedging Agreements, such Borrower Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the such Borrower Guarantor where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the such Borrower Guarantor as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Borrower Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Borrower Guarantor agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations or any Designated Hedging Agreement have been terminated, no Borrower Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Borrower Guarantor has or may have against any Obligorother Loan Party.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor it has against the Borrower or (a) any other Guarantor hereunder Loan Party in respect of Indebtedness (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined”), (b) any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against (c) any of its properties shall be their respective Property are subordinate and subject in right of payment to the prior payment, Payment in full and in cashFull, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, that such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessIndebtedness to the extent not prohibited by the Loan Documents. Notwithstanding any right of any Guarantor to ask, demand, xxx sue for, take or receive any payment from any ObligorLoan Party, all rights, liens rights and security interests Liens of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets Property of any other Obligor shall be and Loan Party are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assetssuch Property. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such assetProperty, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (Payment in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFull. If all or any part of the assets Property of any ObligorLoan Party, or the proceeds thereof, are is subject to any distribution, division or application to the creditors of such ObligorLoan 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 similar action or proceeding, or if the business of any such Obligor Loan Party is dissolved or if substantially all of the assets of any such Obligor Loan Party are soldsold (except to the extent not prohibited by the Loan Documents), then, and in any such event (such events being herein referred to as each, an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be that is payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) 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 shall have first been fully paid and satisfied (Payment in cash)Full. Should If any Guarantor receives any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationsbefore Payment in Full, such Guarantor shall receive and hold the same such amount in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and Parties, shall forthwith deliver the same such amount to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, Agent in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so deliveredsuch delivery, the same shall be held hold such amount in trust by the Guarantor as the property of the Holders of Guaranteed ObligationsAdministrative Agent. If 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 is irrevocably authorized to make the sameit. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid Payment in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFull, no Guarantor will assign or transfer to any Person (other than the Administrative AgentAgent or another Guarantor) any claim any such Guarantor has or may have against any ObligorLoan Party.

Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees that any and all claims of such Guarantor Borrower against the Borrower Company or any other of its Subsidiaries that is a Guarantor hereunder (each an “Obligor”) with respect to any “"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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates ("Designated Hedging Agreements"); provided that, as and Sidley Xxxxxx Xxxxx & Xxxx not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing each Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Borrower to ask, demand, xxx for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorany Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed 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, any Swap Agreement Document or any Banking Services Designated Hedging Agreement have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 Guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Guarantor to any Guarantor Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable Guarantor any Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligationsor Designated Hedging Agreements, such Guarantor Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor such Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor such Borrower as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Guarantor Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor Borrower agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations or any Designated Hedging Agreement have been terminated, no Guarantor Borrower will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor of the Grantors agrees that any and all claims of such Guarantor Grantor against either the Company, any Subsidiary Borrower or any other Guarantor Grantor hereunder (each an “"Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined"), any endorser, endorser or obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties 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, as and not in contravention of the foregoing and notwithstanding any other provision of this Agreement, so long as no Event of Default or Unmatured Default has occurred and is continuing, continuing such Guarantor Grantor may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to any "Intercompany Indebtedness" (as defined below) to the extent permitted by the terms of the Credit Agreements and the other Loan Documents. Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx forsue xxx, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement Document among the Company or any Banking Services Agreement Subsidiary Borrower and the Holders of Obligations 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”)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 Grantor (“"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 paymentEach Grantor irrevocably authorizes and empowers the Administrative Agent to demand, distributionsue xxx, security collect and receive every such payment or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect distribution and give acquittance therefor and to the Intercompany Indebtedness after any Insolvency Event make and prior to the satisfaction present for and on behalf of all such Grantor such proofs of the Guaranteed Obligations claim and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligationstake such other action, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to 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 benefit 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 Holders same may be paid or issued and apply the same on account of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.Should

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) Loan Party with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties property shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such guarantor, including, the Loan Parties, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any Obligorguarantor, including the Loan Parties, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor such guarantor shall be and are subordinated to the rights of the Holders of Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Secured Obligations (other than Unliquidated Obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement Document among the Borrower and the Holders of Secured Obligations (or any Banking Services Agreement Affiliate thereof) have been terminated. If If, at any time after the occurrence and during the continuance of an Event of Default, all or any part of the assets of any Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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 guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Indebtedness of any Obligor guarantor, including the Loan Parties, to any Guarantor the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed 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 the applicable Guarantor Borrower at any time after the occurrence and during the continuation of an Event of Default upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Secured Obligations (other than Unliquidated Obligations) and the termination of all financing arrangements pursuant to any Loan Document among 156 the Borrower and the Holders of Guaranteed ObligationsSecured Obligations (and their Affiliates), such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders Holder of Guaranteed Secured Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed Secured 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 among the Borrower and the Holders of Guaranteed Secured Obligations (and their Affiliates) have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any Obligorguarantor, including the Loan Parties.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations (other than contingent indemnification obligations that have not yet arisen); provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 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 (other than contingent indemnification obligations that have not yet arisen) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, Document or 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 soldsold (unless 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 indemnification obligations that have not yet arisen) shall have first been fully paid and satisfied (in cash)satisfied. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations (other than contingent indemnification obligations that have not yet arisen) and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed ObligationsObligations (other than contingent indemnification obligations that have not yet arisen), due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligationsindemnification obligations that have not yet arisen) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such any Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) Obligor with respect to any “"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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession obligation of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of Enterprises under the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedEnterprises 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 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 other Obligor (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Collateral Agent for application on any to the obligations, whether matured or unmatured, of Enterprises under the Guaranteed ObligationsEnterprises Credit Agreement, due or to become dueand, until such Guaranteed Obligations after the Enterprises Credit Agreement shall have first been fully paid and satisfied (in cash), to the Obligations, whether matured or unmatured, under the Short Term Credit Agreement, and, after the Short Term Credit Agreement has been repaid in full, to the Obligations, whether matured or unmatured, under the Long Term Credit Agreement. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor any Obligor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination or expiration of all financing arrangements pursuant to any Loan Document among Commitments of the Borrower and the Holders of Guaranteed ObligationsLenders, such Guarantor Obligor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Lenders and shall forthwith deliver the same to the Administrative Collateral Agent, for the benefit of the Holders of Guaranteed ObligationsLenders, in precisely the form received (except for the endorsement or assignment of the Guarantor Obligor where necessary), for application to any the obligations, whether matured or unmatured, of Enterprises under the Guaranteed Enterprises Credit Agreement, and, after the Enterprises Credit Agreement shall have been fully paid and satisfied in cash, to the Obligations, due whether matured or not dueunmatured, under the Short Term Credit Agreement, and, after the Short Term Credit Agreement has been repaid in full, to the Obligations, whether matured or unmatured, under the Long Term Credit Agreement, and, until so delivered, the same shall be held in trust by the Guarantor such Obligor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorLenders.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; provided that, as long as no and not in contravention of the foregoing, unless an Event of Default has occurred and is continuingcontinuing and the Borrower receives from the Administrative Agent a payment blockage notice pursuant to this Section 9.17 that has not been withdrawn, such Guarantor the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from the Guarantors, to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx sxx for, take or receive any payment from any Obligorthe Guarantors, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor such guarantor shall be and are subordinated to the rights of the Holders of Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services Obligations, contingent indemnity obligations, and other contingent obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated). If all or any part of the assets of any Obligorsuch guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorguarantor, 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, 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 Indebtedness of any Obligor Guarantor, to any Guarantor the Borrower (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on to any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed Secured Obligations (other than obligations to pay fees and the termination of all financing arrangements pursuant expenses with respect to any Loan Document among which the Borrower and the Holders of Guaranteed has not received an invoice, Rate Management Obligations, such Guarantor Banking Services Obligations, contingent indemnity obligations and other contingent obligations), the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, Agent for the benefit application to any of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower 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 Guarantor Borrower as the property of the Holders of Guaranteed ObligationsAdministrative Agent. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed Secured Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, Rate Management Obligations, Banking Services 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 among satisfied, the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor except as otherwise permitted by the Loan Documents.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Payment Event of Default or Acceleration Event (as defined in the Security Agreement) has occurred and is continuing, such Guarantor may make loans to and receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessIndebtedness to the extent not prohibited by the terms of the 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 the rights of the Holders of Guaranteed Obligations 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 shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, 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, 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 the Unliquidated Obligations) shall have first been fully paid and satisfied (or, in cashthe case of Letters of Credit, cash collateralized pursuant to terms reasonably acceptable to the Administrative Agent). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsSecured Parties, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Secured Parties have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the either any Borrower or any other Guarantor hereunder (each an “"Obligor”") with respect to any “"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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred is continuing the Guarantors may make loans to and is continuing, such Guarantor may receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness to the extent otherwise permitted under the Credit Agreements. Notwithstanding any right of any Guarantor to ask, demand, xxx sue for, take or receive any payment from any Obligor, all rightsrighxx, 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 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 (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement Document 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 soldsold (other than in an transaction permitted under the Credit Agreements), 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 the applicable Guarantor upon or with respect to the Intercompany Indebtedness after 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 among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will 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 Agreement in writing (in form and substance acceptable to the Administrative Agent)) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Grantor agrees that any and all claims of such Guarantor the Grantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) Subsidiary with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Secured Obligations; provided provided, that, as for the avoidance of doubt, so long as no Event of Default has occurred and is shall be continuing, such Guarantor the Borrower and each Subsidiary may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment Indebtedness (as hereinafter defined) 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 each other Obligor shall be and are subordinated Subsidiary to the rights extent not prohibited by the terms of the Holders of Guaranteed Obligations Credit Agreement 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) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedother Credit Documents. If all or any part of the assets of any Obligorthe Borrower or any Subsidiary, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorparty, 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 Loan Party is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Subsidiary to any Guarantor the Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of to the Guaranteed Secured Obligations, due or to become due, until such Guaranteed the Secured Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Secured Obligations, such Guarantor the Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties, and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the any necessary endorsement or assignment of the Guarantor where necessaryGrantor), for application to any of the Guaranteed 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 Guarantor Grantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any ObligorSecured Parties.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined)Guarantor, any endorser, obligor endorser or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties properties, including, without limitation, pursuant to the any intercompany Indebtedness permitted under SECTION 7.3(A)(VI), shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx sue for, take or receive any payment from any ObligorGuarantor, all rights, liens xxxns and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor shall be and are subordinated to the rights rights, if any, of the Holders of Guaranteed Obligations Lenders and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed Obligations shall have been fully paid in full in cash and satisfied (in cash) and all financing arrangements pursuant to any under this Agreement and the other Loan Document, any Swap Agreement or any Banking Services Agreement Documents between the Borrower and the Agent and the Lenders have been terminated. If If, during the continuance of a Default, all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 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”)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 ObligationsBorrower, due or to become dueincluding, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any paymentwithout limitation, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect pursuant to the Intercompany any intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessarypermitted under SECTION 7.3(A)(VI), 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 Guarantor as the property of the Holders of Guaranteed Obligations. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuingcontinuing and such Guarantor has not received prior written notice from the Administrative Agent to the contrary, such Guarantor may receive payments of principal principal, interest and interest fees from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx 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 the rights of the Holders of Guaranteed Obligations 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 satisfaction of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFinal Release Conditions. 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 shall have first been fully paid and satisfied (in cashcash or cash collateralized pursuant to arrangements reasonably satisfactory to the Administrative Agent, as applicable). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsFinal Release Conditions, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsSecured Parties, in precisely the form received (except for the endorsement or assignment of the 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 such Guarantor as the property of the Holders of Guaranteed ObligationsSecured Parties. If 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 is irrevocably authorized to make the same. Each Guarantor agrees that until satisfaction of 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 among the Borrower and the Holders of Guaranteed Obligations have been terminatedFinal Release Conditions, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that ------------------------------------------- any and all claims of such Guarantor against the Borrower or against any other of its Subsidiaries that is a Subsidiary Guarantor hereunder (each an “Obligor”) with respect to any “"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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Agreements; provided that, as and not in contravention of the foregoing, so long as no Event of Default --- has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Subsidiary Guarantor to the extent permitted by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any ObligorSubsidiary Guarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Subsidiary Guarantor shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor The Borrower shall have any 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 Guaranteed 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, any Swap Document or Hedging Agreement among the Borrower and the holders of the Obligations (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any ObligorSubsidiary Guarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorSubsidiary 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 Obligor Subsidiary Guarantor is dissolved or if substantially all of the assets of any such Obligor Subsidiary Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”"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 Subsidiary Guarantor to any Guarantor the Borrower (“Intercompany Indebtedness”"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under the Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 Borrower and the Holders holders of Guaranteed ObligationsObligations (and their affiliates), such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Borrower as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower agrees that until the Guaranteed 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 Borrower and the Holders holders of Guaranteed the Obligations (and their affiliates) have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Borrower has or may have against any Obligor.Subsidiary Guarantor. ARTICLE XI: THE ADMINISTRATIVE AGENT -------------------------- 11.1 Appointment; Nature of Relationship. Bank One, NA, having its --------------------------------------- principal office in Chicago, Illinois is appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term ----------- "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Holder of Obligations by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Holders of Obligations, (ii) is a "representative" of the Holders of Obligations within the meaning of "secured party" as defined in Section 9-102 of Revised Article 9 of the Uniform Commercial Code of the State of Illinois and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders, for itself and on behalf of its affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Holder of Obligations waives. 11.2

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the either any Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments 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 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 Guaranteed Obligations and the Administrative Agent Lender 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 Document, any Swap Agreement Document or any Banking Services Agreement Designated Financial Contract 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 Lender 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 the applicable Guarantor upon or with respect to the Intercompany Indebtedness after 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 among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative AgentLender, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent Lender or any of its officers or employees is irrevocably authorized to make the same. Each 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 among the Borrower Borrowers and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative AgentLender) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor Grantor agrees that any and all claims of such Guarantor Grantor against the Borrower or any other Guarantor hereunder Grantor (each an “"Obligor”") with respect to any “"Intercompany Indebtedness” " (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, Payment in full and in cash, Full of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany IndebtednessSecured Obligations (other than contingent indemnity obligations). Notwithstanding any right of any Guarantor Grantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such GuarantorGrantor, 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 Guaranteed Secured Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (Paid in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminatedFull. 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 (other than any such events permitted by the Credit Agreement) 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 Grantor (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Secured Obligations, due or to become due, until such Guaranteed Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (Paid in cash)Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among the Borrower and the Holders of Guaranteed ObligationsCredit Agreement, such Guarantor Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor Grantor where necessary), for application to any of the Guaranteed Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Grantor as the property of the Holders of Guaranteed Secured Obligations. If any such Guarantor Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Grantor agrees that until the Guaranteed Secured Obligations (other than the contingent indemnity obligations) have been paid Paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminatedFull, no Guarantor Grantor will assign or transfer to any Person (other than the Administrative AgentAgent or the Borrower or another Grantor) any claim any such Guarantor Grantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” 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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx sxx 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 Guaranteed Obligations 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 shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, Document and any Swap Agreement or any Banking Services Agreement agreement evidencing Rate Management Transactions 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 shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed ObligationsLenders, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsLenders, in precisely the form received (except for the endorsement or assignment of the 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 Guarantor as the property of the Holders of Guaranteed ObligationsLenders. If 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 is irrevocably authorized to make the same. Each 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 among the Borrower and the Holders of Guaranteed Obligations Lenders have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

Subordination of Intercompany Indebtedness. Each Guarantor The Company agrees that any and all claims of such Guarantor the Company against the Borrower or any other Guarantor hereunder (each an “Obligor”) Loan Party with respect to any “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 ) shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates (“Designated Hedging Agreements”); provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing the Company may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from another Loan Party to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Company to ask, demand, xxx for, take or receive any payment from any Obligorother Loan Party, all rights, liens and security interests of such Guarantorthe Company, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Loan Party shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed 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, any Swap Agreement Document or any Banking Services Designated Hedging Agreement have been terminated. If all or any part of the assets of any ObligorLoan Party, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorLoan 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 Obligor Loan Party is dissolved or if substantially all of the assets of any such Obligor 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 Obligor such Loan Party to any Guarantor the Company (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable Guarantor Company upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among and or Designated Hedging Agreements, the Borrower and the Holders of Guaranteed Obligations, such Guarantor Company shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Company where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor Company as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Guarantor the Company fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Company agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations or any Designated Hedging Agreement have been terminated, no Guarantor the Company will not assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor the Company has or may have against any Obligorother Loan Party.

Subordination of Intercompany Indebtedness. Each Guarantor agrees The Obligors agree that any and all claims of such any Obligor against any Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred is continuing the Obligors may make loans to and is continuing, such Guarantor may receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness to the extent otherwise permitted under this Agreement. Notwithstanding any right of any Guarantor Obligor to ask, demand, xxx for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe Obligors, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor (whether constituting part of any collateral given to any Agent or any Lender to secure payment of all or any part of the Obligations or otherwise) shall be and are subordinated to the rights of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Administrative Agent Lenders in those assets. No Guarantor Obligor 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 arising under the Loan Documents (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any all of the Loan Document, any Swap Agreement or any Banking Services Agreement Documents have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligorany 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 Obligor Guarantor is dissolved or if substantially all of the assets of any such Obligor Guarantor are soldsold (other than in an transaction permitted under this 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 76 Guarantor to any Guarantor Obligor (“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 arising under the Loan Documents (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 the applicable Guarantor any Obligor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations arising under the Loan Documents (other than contingent indemnity obligations) and the termination of all financing arrangements pursuant to any all of the Loan Document among the Borrower and the Holders of Guaranteed ObligationsDocuments, such Guarantor Obligor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders, in precisely the form received (except for the endorsement or assignment of the Guarantor such Obligor 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 Guarantor such Obligor as the property of the Holders of Guaranteed ObligationsAgents, the LC Issuers and the Lenders. If any such Guarantor Obligor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor Obligor agrees that until the Guaranteed Obligations arising under the Loan Documents (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower Obligors and the Holders of Guaranteed Obligations Agents, the LC Issuers and the Lenders have been terminated, no Guarantor Obligor will 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 Agreement in writing (in form and substance acceptable to the Administrative Agent)) any claim any such Guarantor Obligor has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor The Borrower agrees that any and all claims of such Guarantor against the Borrower or against any other Guarantor hereunder (each an “Obligor”) with respect to any “"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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing the Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor the Borrower to ask, demand, xxx for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorthe Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent Lender in those assets. No Guarantor The Borrower shall have any 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 Guaranteed Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Document or Hedging Agreement between the Borrower and the Lender (or any Banking Services Agreement affiliate thereof) have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, 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 Guarantor is dissolved or if substantially all of the assets of any such Obligor Guarantor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”"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 Guarantor to any Guarantor the Borrower (“Intercompany Indebtedness”"INTERCOMPANY INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent Lender 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 the applicable Guarantor Borrower upon or with respect to the Intercompany Indebtedness after any an 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 among between the Borrower and the Holders of Guaranteed ObligationsLender, such Guarantor the Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations Lender and shall forthwith deliver the same to the Administrative AgentLender, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor Borrower 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 Guarantor Borrower as the property of the Holders of Guaranteed ObligationsLender. If any such Guarantor the Borrower fails to make any such endorsement or assignment to the Administrative AgentLender, the Administrative Agent Lender or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor The Borrower 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 among between the Borrower and the Holders of Guaranteed Obligations Lender have been terminated, no Guarantor the Borrower will not assign or transfer to any Person (other than the Administrative AgentLender) any claim any such Guarantor the Borrower has or may have against any ObligorGuarantor.

Subordination of Intercompany Indebtedness. Each Guarantor Borrower agrees that any and all claims of such Guarantor Borrower against the Borrower Company or any other of its Subsidiaries that is a Guarantor hereunder (each an “Obligor”) with respect to any “"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 shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed ObligationsObligations and Hedging Obligations under Hedging Arrangements entered into with the Lenders or any of their Affiliates ("Designated Hedging Agreements"); provided that, as and not in contravention of the foregoing, so long as no Event of Default has occurred and is continuing, such Guarantor continuing each Borrower may make loans to and receive payments of principal and interest from any Obligor in the ordinary course with respect to such Intercompany IndebtednessIndebtedness from each such Guarantor to the extent not prohibited by the terms of this Agreement and the other Loan Documents. Notwithstanding any right of any Guarantor Borrower to ask, demand, xxx for, take or receive any payment from any ObligorGuarantor, all rights, liens and security interests of such Guarantorany Borrower, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor Guarantor shall be and are subordinated to the rights of the Holders holders of Guaranteed the Obligations and the Administrative Agent in those assets. No Guarantor 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 Guaranteed 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, any Swap Agreement Document or any Banking Services Designated Hedging Agreement have been terminated. If all or any part of the assets of any ObligorGuarantor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such ObligorGuarantor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of Sidley Xxxxxx Xxxxx & Xxxx creditors or any other action or proceeding, or if the business of any such Obligor Guarantor is dissolved or if substantially all of the assets of any such Obligor 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 Obligor Guarantor to any Guarantor Borrower (“"Intercompany Indebtedness”") shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed ObligationsObligations and Hedging Obligations under Designated Hedging Agreements, due or to become due, until such Guaranteed 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 the applicable Guarantor any Borrower upon or with respect to the Intercompany Indebtedness after any an Insolvency Event and prior to the satisfaction of all of the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligationsor Designated Hedging Agreements, such Guarantor Borrower shall receive and hold the same in trust, as trustee, for the benefit of the Holders holders of Guaranteed the Obligations and such Hedging Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligationssuch Persons, in precisely the form received (except for the endorsement or assignment of the Guarantor such Borrower where necessary), for application to any of the Guaranteed Obligations and such Hedging Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor such Borrower as the property of the Holders holders of Guaranteed the Obligations and such Hedging Obligations. If any such Guarantor Borrower fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is are irrevocably authorized to make the same. Each Guarantor Borrower agrees that until the Guaranteed 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 among the Borrower and the Holders of Guaranteed Obligations or any Designated Hedging Agreement have been terminated, no Guarantor Borrower will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor Borrower has or may have against any ObligorGuarantor.