Common use of Postponement of Subrogation, etc Clause in Contracts

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, that if such Guarantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Lender will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lender.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, promptly execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, that if such Guarantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Lender will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their successors or assigns, whether in connection with a bankruptcy proceeding proceeding, Liquidation or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lender.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document or other agreement relating to any Obligation to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made hereunder, under any other Loan Document or other agreement relating to any Obligation or otherwise, until following the Termination Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.72.6; provided, however, that if such the Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurredoccured, then, then at such the Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Date the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it WWI will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following prior to the Final Termination Date. Any amount paid to such Guarantor WWI on account of any such subrogation rights prior to the Final Termination Date shall be held in trust for the benefit of the Lender Lenders and each holder of a Note and/or TLC and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Administrative Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; provided, however, that if such Guarantor if (a) WWI has made payment to the Lender Lenders and each holder of a Note of all or any part of the Obligations and Guaranteed Obligations, and (b) the Final Termination Date has occurred, theneach Lender and each holder of a Note agrees that, at such Guarantor’s WWI's request, the Lender willAdministrative Agent, at on behalf of the expense Lenders and the holders of such Guarantorthe Notes, will execute and deliver to such Guarantor WWI appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor WWI of an interest in the Guaranteed Obligations resulting from such paymentpayment by WWI. In furtherance of the foregoing, at all times prior to the Final Termination Date, such Guarantor WWI shall refrain from taking any action or commencing any proceeding against the SP1 Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee to any Lender or any holder of a Note and/or TLC; provided, however, that WWI may make any necessary filings solely to preserve its claims against the LenderSP1 Borrower.

Postponement of Subrogation, etc. Each Guarantor Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythis Pledge Agreement, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following after the Termination Date. Any amount paid to such Guarantor any Pledgor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Pledgee and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Pledgee and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided, however, that if such Guarantor if: (a) any Pledgor has made payment to the Lender Pledgee of all or any part of the Obligations and Secured Obligations; and (b) the Termination Date has occurred, then; then the Pledgee agrees that, at such GuarantorPledgor’s request, the Lender will, at the expense of such Guarantor, Pledgee will execute and deliver to such Guarantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Pledgor of an interest in the Secured Obligations resulting from such paymentpayment by such Pledgor. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Pledge Agreement to the LenderPledgee. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Pledgor may take such action required to preserve any rights it has by way of rights of subrogation as consented to by the Pledgee in its reasonable discretion.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Collateral Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, provided that (a) if such Guarantor any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations Obligations; and (b) the Termination Date has occurred, then, ; then at such GuarantorBorrower’s request, the Lender Collateral Agent, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor Date each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will shall not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor Borrower (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such Guarantor (i) any Borrower has made payment to the Lender of all or any part of the Obligations Obligations; and (ii) the Termination Date has occurred, then, ; then at such GuarantorBorrower’s request, the Lender willshall, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lender.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, provided that if such Guarantor (a) any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations and (b) the Termination Date has occurred, then, then at such GuarantorBorrower’s request, the Lender Administrative Agent, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwiseby such Guarantor hereunder, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Lenders and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Lenders in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Lenders (or to the Administrative Agent on behalf of the Lenders) of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Lenders) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to any Lender (or to the LenderAdministrative Agent on behalf of the Lenders).

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Domestic Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderDomestic Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.71.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Domestic Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower any Loan Party (or any other Obligor or Guarantor (or of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Facility Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Facility Termination Date shall be held in trust for the benefit of the Lender Lenders and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Lenders in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; providedprovided that, that if such any Guarantor has made payment to the Lender Lenders (or the Administrative Agent on behalf of the Lenders) of all or any part of the Guaranteed Obligations and the Facility Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Lenders) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Facility Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to any Lender (or the LenderAdministrative Agent on behalf of the Lenders).

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.72,7; provided, that if such Guarantor has made payment to the Lender of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Lender will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lender.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Loan Repayment Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Loan Repayment Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.72.8; provided, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Loan Repayment Date has occurred, then, at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Loan Repayment Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party, except as necessary to protect and maintain its future rights of collection in connection with applicable statutes of limitations.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; providedprovided that, that if such Guarantor has made payment to the Lender Administrative Agent of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Lender Administrative Agent will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the LenderAdministrative Agent.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender French Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderFrench Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.71.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender French Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower any Loan Party (or any other Obligor or Guarantor (or of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution contribution, indemnity or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwiseby such Guarantor hereunder, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation subrogation, contribution, indemnity or reimbursement rights prior to the Termination Date shall be held in trust for the benefit of the Lender holders of the Obligations and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the holders of the Obligations in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender holders of the Obligations (or to the Administrative Agent on behalf of the holders of the Obligations) of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the holders of the Obligations) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to any holder of the LenderObligations (or the Administrative Agent on behalf of the holders of the Obligations).

Postponement of Subrogation, etc. Each Guarantor Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythis Pledge Agreement, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following after the Termination Date. Any amount paid to such Guarantor any Pledgor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Pledgee and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Pledgee and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided, however, that if such Guarantor if: any Pledgor has made payment to the Lender Pledgee of all or any part of the Obligations Secured Obligations; and the Termination Date has occurred, then; then the Pledgee agrees that, at such GuarantorPledgor’s request, the Lender will, at the expense of such Guarantor, Pledgee will execute and deliver to such Guarantor Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Pledgor of an interest in the Secured Obligations resulting from such paymentpayment by such Pledgor. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Pledge Agreement to the Lender.Pledgee. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Pledgor may take such action required to preserve any rights it has by way of rights of subrogation as consented to by the Pledgee in its reasonable discretion. REPRESENTATIONS AND WARRANTIES

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section SECTION 2.7; providedPROVIDED, however, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s 's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until Table of Contents following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Collateral Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, provided that (a) if such Guarantor any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations Obligations; and (b) the Termination Date has occurred, then, ; then at such GuarantorBorrower’s request, the Lender Collateral Agent, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor Date each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythis Agreement, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Obligations of the Borrower and each other Obligor and the termination of all Commitments. Any amount paid to such Guarantor any Grantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Lender Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor Parties and each holder of the Lender, if required), to be a Note and credited and applied against the ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided, however, that if such Guarantor has made payment to the Lender of all or any part Obligations of the Obligations Borrower and the Termination Date has occurredeach other Obligor have been paid in full and all Commitments have been permanently terminated, theneach Lender Party and each holder of a Note agrees that, at such Guarantor’s Grantor's request, the Lender will, at Parties and the expense holders of such Guarantor, the Notes will execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Grantor of an interest in the Obligations of the Borrower and each other Obligor resulting from such paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding or any Rate Protection Agreement remains in full force and effect, such Guarantor each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Security Agreement to the Lenderany Lender Party or any holder of a Note.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document or other agreement relating to any Obligation to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made hereunder, under any other Loan Document or other agreement relating to any Obligation or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Collateral Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Collateral Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Date each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower Borrowers or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it The Guarantors will not exercise any rights which it they may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Guaranteed Obligations. Any amount paid to such Guarantor the Guarantors on account of any such subrogation rights prior to the Termination Date payment in full of all Guaranteed Obligations shall be held in trust for the benefit of the Lender Lenders and each holder of a Note and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; provided, however, that if such Guarantor has if (a) the Guarantors have made payment to the Lender Lenders and each holder of a Note of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Termination Date has occurredall Commitments have been permanently terminated, theneach Lender and each holder of a Note agrees that, at such each Guarantor’s 's request, the Lender willAgent, at on behalf of the expense Lenders and the holders of such Guarantorthe Notes, will execute and deliver to such each Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such each Guarantor of an interest in the Guaranteed Obligations resulting from such paymentpayment by each Guarantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Guaranteed Obligations or Commitments remain outstanding, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lenderany Lender or any holder of a Note.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Parties and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Lender Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the any Lender Party of all or any part of the Guaranteed Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Administrative Agent (on behalf of the Lender Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Subsidiary Guaranty to any of the LenderLender Parties.

Postponement of Subrogation, etc. Each Guarantor agrees that it will will, to the extent permitted by law, not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partyDocument, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall (subject to the terms of the Intercreditor Agreement) be held in trust for the benefit of the Lender Secured Parties and shall (subject to the terms of the Intercreditor Agreement) immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the outstanding Obligations, whether matured or unmatured, in accordance with the Intercreditor Agreement and Section 2.7; provided, however, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party other than as required by applicable law to preserve such rights.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythe guaranty contained in this paragraph (i), nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document the guaranty contained in this paragraph (i) or otherwise, until following the Termination Date. Any amount paid to such Guarantor Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender each L/C Issuer, Administrative Agent and Lenders and shall immediately be paid to Administrative Agent for the benefit of such L/C Issuer, Administrative Agent and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Lenders and credited and applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Agreement and this Annex B; provided, however, that if such Guarantor if (A) Borrower has made payment to the any L/C Issuer, Administrative Agent or any Lender of all or any part of the Obligations and Borrower Guaranteed Obligations, and (B) the Termination Date has occurred, theneach of such L/C Issuer, Administrative Agent and each Lender agrees that, at such Guarantor’s Borrower's request, the Lender willAgent, at the expense on behalf of such GuarantorL/C Issuer, itself and Lenders, will execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Borrower Guaranteed Obligations resulting from such paymentpayment by Borrower. In furtherance of the foregoing, at all times prior to until the Termination Date, such Guarantor Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Account Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty contained in this Guarantee paragraph (i) to the such L/C Issuer, Administrative Agent or any Revolving Lender.

Postponement of Subrogation, etc. Each Guarantor agrees that it will will, to the extent permitted by law, not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partyDocument, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Loan Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Loan Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the outstanding Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such any Guarantor has made payment to the Lender Loan Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Loan Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Loan Party other than as required by applicable law to preserve such rights.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Bank and shall immediately be paid and turned over to the Lender Bank in the exact form received by such Guarantor (duly endorsed in favor of the LenderBank, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, that if such Guarantor has made payment to the Lender Bank of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Lender Bank will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the LenderBank.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythis Guaranty, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment in full, in cash, of all Obligations of the Borrower and each other Obligor, and the termination of all Commitments. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date payment, in full, in cash of all Obligations of the Borrower and each other Obligor shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be and credited and applied against the ObligationsObligations of the Borrower and each other Obligor, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided, however, that if such if (a) the Guarantor has made payment to the Lender of all or any part of the Obligations of the Borrower or any other Obligor, and (b) all Obligations of the Borrower and each other Obligor have been paid in full, in cash, and all Commitments have been permanently terminated, the Termination Date has occurred, thenLender agrees that, at such the Guarantor’s 's request, the Lender will, at the expense of such Guarantor, will execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations of the Borrower and each other Obligor resulting from such paymentpayment by the Guarantor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Commitments remain outstanding, the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee Guaranty to the Lender.

Postponement of Subrogation, etc. Each Subsidiary Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Subsidiary Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Subsidiary Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such any Subsidiary Guarantor has made payment to the Lender Secured Parties of all or any part of the Guaranteed Obligations and the Termination Date has occurred, then, then at such Subsidiary Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Subsidiary Guarantor, execute and deliver to such Subsidiary Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Subsidiary Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Subsidiary Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Subsidiary Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not not, prior to the Termination Date, exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.72.7 of this Guaranty; provided, however, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, however, that if such Guarantor if (a) any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations and Obligations; and (b) the Termination Date has occurred, then, ; then at such Guarantor’s Borrower's request, the Lender Administrative Agent, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor Date each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lender.or

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Parties and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Lender Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the any Lender Party of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Administrative Agent (on behalf of the Lender Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to any of the LenderLender Parties.

Postponement of Subrogation, etc. Each Guarantor agrees that it The Guarantors will not exercise any rights which it they may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Guaranteed Obligations. Any amount paid to such Guarantor the Guarantors on account of any such subrogation rights prior to the Termination Date payment in full of all Guaranteed Obligations shall be held in trust for the benefit of the Lender Lenders and each holder of a Note and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; providedPROVIDED, HOWEVER, that if such Guarantor has if (a) the Guarantors have made payment to the Lender Lenders and each holder of a Note of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Termination Date has occurredall Commitments have been permanently terminated, theneach Lender and each holder of a Note agrees that, at such each Guarantor’s 's request, the Lender willAgent, at on behalf of the expense Lenders and the holders of such Guarantorthe Notes, will execute and deliver to such each Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such each Guarantor of an interest in the Guaranteed Obligations resulting from such paymentpayment by each Guarantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Guaranteed Obligations or Commitments remain outstanding, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lenderany Lender or any holder of a Note.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided., that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Subsidiary Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Subsidiary Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Subsidiary Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such any Subsidiary Guarantor has made payment to the Lender Secured Parties of all or any part of the Guaranteed Obligations and the Termination Date has occurred, then, then at such Subsidiary Guarantor’s 's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Subsidiary Guarantor, execute and deliver to such Subsidiary Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Subsidiary Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Subsidiary Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Subsidiary Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Parties and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Lender Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such the Guarantor has made payment to the any Lender Party of all or any part of the Guaranteed Obligations and the Termination Date has occurred, then, then at such the Guarantor’s request, the Administrative Agent (on behalf of the Lender Parties) will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Company Guaranty to any of the LenderLender Parties.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the ObligationsLiabilities, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations Liabilities and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations Liabilities resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Lenders and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Lenders in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Lenders of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Lenders) will, at the expense of such Guarantor, promptly execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the any Lender.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the ratable benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, however, that if such Guarantor if (a) any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations and Obligations; and (b) the Termination Date has occurred, then, ; then at such GuarantorBorrower’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor Date each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lenderany Secured Party.

Postponement of Subrogation, etc. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution contribution, indemnity or reimbursement from the Borrower or any other Obligor or GuarantorLoan CHAR1\1908273v4 Party, in respect of any payment made under any Loan Document or otherwiseby such Guarantor hereunder, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation subrogation, contribution, indemnity or reimbursement rights prior to the Termination Date shall be held in trust for the benefit of the Lender holders of the Obligations and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the holders of the Obligations in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender holders of the Obligations (or to the Administrative Agent on behalf of the holders of the Obligations) of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the holders of the Obligations) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to any holder of the LenderObligations (or the Administrative Agent on behalf of the holders of the Obligations).

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document or Swap Contract to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made hereunder, under any other Loan Document Document, under any Swap Contract or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Guarantied Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Guarantied Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided Exhibit G-1 that if such any Guarantor has made payment to the Lender Guarantied Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s 's request, the Lender Administrative Agent (on behalf of the Guarantied Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Guarantied Party.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.8; provided, however, that if such Guarantor (a) any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations Obligations; and (b) the Termination Date has occurred, then, ; then at such Guarantor’s Borrower's request, the Lender Administrative Agent, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise hereby expressly waives, until the Obligations are paid in full and the Commitments are terminated, any rights which it may now have or hereafter acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from against the Borrower or any other Obligor Guarantor by way of subrogation, reimbursement, contribution or Guarantor, in respect setoff by virtue of any payment made pursuant to the terms hereof or otherwise and any claim, right or remedy which such Guarantor may now have or hereafter acquire against the Borrower or any Guarantor that arises from the existence or performance by such Guarantor of its obligations hereunder, including any claim, right or remedy of the Administrative Agent or any Secured Creditor against the Borrower or any security which the Administrative Agent or any Secured Creditor now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under any Loan Document contract, by statute, under color of law or otherwise, until following the Termination Date. Any If any amount shall be paid to such any Guarantor on account of such subrogation, reimbursement, contribution, setoff or other rights at any time when all the Obligations shall not have been paid in full and all the Commitments terminated, such subrogation rights prior to the Termination Date amount shall be held by such Guarantor in trust for the benefit of the Lender Administrative Agent and shall immediately the Secured Creditors, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be paid and turned over to the Lender Administrative Agent in the exact form received by such Guarantor (duly endorsed in favor of by such Guarantor to the LenderAdministrative Agent, if required), ) to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, that if such Guarantor has made (after payment of any amounts payable to the Lender Administrative Agent pursuant to Section 11.4 and 11.5 of the Liquidity Facility) applied by the Administrative Agent for the ratable benefit of the Secured Creditors in the following order: first, against Obligations consisting of unpaid and outstanding interest on the Loans, second, ratably against Obligations consisting of unpaid and outstanding principal of the Loans, and third, against any other remaining Obligations. Any surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full of all or any part of the Obligations (other than indemnities, costs and expenses that survive termination of a Loan Document but as to which demand for payment has not then been made) and the Termination Date has occurred, then, at such Guarantor’s request, the Lender will, at the expense termination of such Guarantor, execute and deliver all Commitments shall be paid over to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or to any other Obligor or Guarantor (or their successors or assigns, whether Person notified in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee writing to the LenderAdministrative Agent that may be lawfully entitled to receive such surplus.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Parties and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Lender Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section SECTION 2.7; providedPROVIDED, HOWEVER, that if such the Guarantor has made payment to the Lender Parties of all or any part of the Guaranteed Obligations and the Termination Date has occurred, then, then at such the Guarantor’s 's request, the Administrative Agent (on behalf of the Lender Parties) will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee Guaranty to the Lenderany Lender Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s 's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document or Swap Contract to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made hereunder, under any other Loan Document Document, under any Swap Contract or otherwise, until following the Termination Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Guarantied Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Guarantied Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such the Guarantor has made payment to the Lender Guarantied Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such the Guarantor’s 's request, the Lender Administrative Agent (on behalf of the Guarantied Parties) will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Guarantied Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, party nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Parties and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Lender Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such Guarantor has made payment to the Lender Parties of all or any part of the Guaranteed Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Administrative Agent (on behalf of the Lender Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy any proceeding under any Debtor Relief Law or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Lender Party.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7 of the Credit Agreement; provided, provided that if such the Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such the Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor’s expense, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Agreement to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.8; provided, however, that if such Guarantor (a) any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations Obligations; and (b) the Termination Date has occurred, then, ; then at such Guarantor’s Borrower's request, the Lender Administrative Agent, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lender.its

Postponement of Subrogation, etc. Each Guarantor agrees that it The Parent will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Guaranteed Obligations. Any amount paid to such Guarantor the Parent on account of any such subrogation rights prior to the Termination Date payment in full of all Guaranteed Obligations shall be held in trust for the benefit of the Lender Lenders and each holder of a Note and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Administrative Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; provided, however, that if such Guarantor if (a) the Parent has made payment to the Lender Lenders and each holder of a Note of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Termination Date has occurredall Commitments have been permanently terminated, theneach Lender and each holder of a Note agrees that, at such Guarantor’s the Parent's request, the Lender willAdministrative Agent, at on behalf of the expense Lenders and the holders of such Guarantorthe Notes, will execute and deliver to such Guarantor the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor the Parent of an interest in the Guaranteed Obligations resulting from such paymentpayment by the Parent. In furtherance of the foregoing, at all times prior to for so long as any Guaranteed Obligations or Commitments remain outstanding, the Termination Date, such Guarantor Parent shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee to any Lender or any holder of a Note; provided, however, that the LenderParent may make any necessary filings solely to preserve its claims against the Borrower.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such the Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such the Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it The Guarantors will not exercise any rights which it they may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment, in full and in cash, of all Guaranteed Obligations. Any amount paid to such Guarantor the Guarantors on account of any such subrogation rights prior to the Termination Date payment in full of all Guaranteed Obligations shall be held in trust for the benefit of the Lender Lenders and each holder of a Note and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Administrative Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; provided, however, that if such Guarantor has if (a) the Guarantors have made payment to the Lender Lenders and each holder of a Note of all or any part of the Guaranteed Obligations, and (b) all Guaranteed Obligations have been paid in full and the Termination Date has occurredall Commitments have been permanently terminated, theneach Lender and each holder of a Note agrees that, at such each Guarantor’s 's request, the Lender willAdministrative Agent, at on behalf of the expense Lenders and the holders of such Guarantorthe Notes, will execute and deliver to such each Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such each Guarantor of an interest in the Guaranteed Obligations resulting from such paymentpayment by each Guarantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Guaranteed Obligations or Commitments remain outstanding, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the Lenderany Lender or any holder of a Note.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Guaranteed Obligations and the Termination Date has occurred, then, then at such Guarantor’s 's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy U.K. Subsidiary Guaranty proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythe guaranty contained in this paragraph (k), nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document the guaranty contained in this paragraph (k) or otherwise, until following the Termination Date. Any amount paid to such Guarantor Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender each L/C Issuer, Administrative Agent and Lenders and shall immediately be paid to Administrative Agent for the benefit of such L/C Issuer, Administrative Agent and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Lenders and credited and applied against the Borrower Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Agreement and this Annex B; provided, however, that if such Guarantor if (A) Borrower has made payment to the any L/C Issuer, Administrative Agent or any Lender of all or any part of the Obligations and Borrower Guaranteed Obligations, and (B) the Termination Date has occurred, theneach of such L/C Issuer, Administrative Agent and each Lender agrees that, at such Guarantor’s Borrower's request, the Lender willAgent, at the expense on behalf of such GuarantorL/C Issuer, itself and Lenders, will execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Borrower Guaranteed Obligations resulting from such paymentpayment by Borrower. In furtherance of the foregoing, at all times prior to until the Termination Date, such Guarantor Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Account Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under the guaranty contained in this Guarantee paragraph (k) to the such L/C Issuer, Administrative Agent or any Revolving Lender.

Postponement of Subrogation, etc. Each The Guarantor agrees that -------------------------------- it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Final Payment Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Final Payment Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Agent for the benefit of the Secured Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAgent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such the ----------- -------- ------- Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Final Payment Date has occurred, then, then at such the Guarantor’s 's request, the Lender Agent (on behalf of the Secured Parties) will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Final Payment Date, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of any payment made under any Loan Document or otherwise, until following after the Termination DateLoans are Paid in Full. Any amount paid to such Guarantor on account of any such subrogation rights prior to the Termination Date such Payment in Full shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the LenderLenders, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, that if such Guarantor has made payment to the Lender Agent of all or any part of the Obligations and the Termination Date has occurredLoans are Paid in Full, then, at such Guarantor’s request, the Lender Agent will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Datesuch Payment in Full, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee to the LenderLenders.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Collateral Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, that (a) if such Guarantor any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations Obligations; and (b) the Termination Date has occurred, then, ; then at such GuarantorBorrower’s request, the Lender Administrative Agents, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor Date each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythis Guaranty, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following the Termination Dateprior payment in full in cash of all Obligations of the Borrower. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date payment in full in cash of all Obligations of the Borrower shall be held in trust for the benefit of the Lender and each holder of a Note and shall immediately be paid and turned over to the Lender in for the exact form received by such Guarantor (duly endorsed in favor benefit of the Lender, if required), to be Lender and each holder of a Note and credited and applied against the ObligationsObligations the Borrower, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided, however, that if such if (a) the Guarantor has made payment to the Lender and each holder of a Note of all or any part of the Obligations of the Borrower, and (b) all Obligations of the Borrower have been paid in full in cash, the Lender and the Termination Date has occurred, theneach holder of a Note agrees that, at such the Guarantor’s 's request, the Lender willLender, at on its own behalf and that of the expense holders of such Guarantorthe Notes, will execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations of the Borrower resulting from such paymentpayment by the Guarantor. In furtherance of the foregoing, at all times prior to for so long as any Obligations or Loans remain outstanding, the Termination Date, such Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee Guaranty to the LenderLender or any holder of a Note.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partythis Guaranty or the Facility Letter, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantorobligor, in respect of any payment made hereunder, under any Loan Document the Facility Letter or otherwise, until following after the Termination Datepayment in full of the Liabilities. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of the Liabilities shall be held in trust for the benefit of the Lender Bank and shall immediately be paid and turned over to the Lender Bank in the exact form received by such the Guarantor (duly endorsed in favor of the LenderBank, if required), to be credited and applied against the ObligationsLiabilities, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such the Guarantor has made payment to the Lender Bank of all or any part of the Obligations Liabilities and the Termination Date has occurredLiabilities have been paid in full, then, then at such the Guarantor’s request, the Lender Bank will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations Liabilities resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Datepayment in full of the Liabilities, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor obligor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee Guaranty to the LenderBank.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will shall not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor Borrower (duly endorsed in favor of the Lender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such Guarantor (i) any Borrower has made payment to the Lender of all or any part of the Obligations Obligations; and (ii) the Termination Date has occurred, then, ; then at such Guarantor’s Borrower's request, the Lender willshall, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lender.

Postponement of Subrogation, etc. Each The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such the Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such the Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such the Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such the Guarantor’s 's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such the Guarantor, execute and deliver to such the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such the Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such the Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor The Company agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document to which it is a party, nor shall such Guarantor the Company seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorLoan Party, in respect of any payment made made, under any Loan Document or otherwise, until following the Facility Termination Date. Any amount paid to such Guarantor the Company on account of any such subrogation rights prior to the Facility Termination Date shall be held in trust for the benefit of the Lender Lenders and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Lenders in the exact form received by such Guarantor the Company (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such Guarantor the Company has made payment to the Lender Lenders (or the Administrative Agent on behalf of the Lenders) of all or any part of the Obligations and the Facility Termination Date has occurred, then, then at such Guarantorthe Company’s request, the Lender Administrative Agent (on behalf of the Lenders) will, at the expense of such Guarantorthe Company, execute and deliver to such Guarantor the Company appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor the Company of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Facility Termination Date, such Guarantor the Company shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Loan Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to any Lender (or the LenderAdministrative Agent on behalf of the Lenders).

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, however, that if such Guarantor if (a) any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations and Obligations; and (b) the Termination Date has occurred, then, ; then at such Guarantor’s Borrower's request, the Lender Administrative Agent, (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Borrower of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor Date each Borrower shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, provided that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Guaranty or any other Loan Document or other agreement relating to any Secured Obligation to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made hereunder, under any other Loan Document or other agreement relating to any Secured Obligation or otherwise, until following the Termination Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Collateral Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then, then at such Guarantor’s 's request, the Lender Collateral Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Date each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorObligor, in respect of any payment made under any Loan Document or otherwise, until following the Termination Loan Repayment Date. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Loan Repayment Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, that if such any Guarantor has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Loan Repayment Date has occurred, then, at such Guarantor’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Loan Repayment Date, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Guaranty to the Lenderany Secured Party, except as necessary to protect and maintain its future rights of collection in connection with applicable statutes of limitations.