Common use of Postponement of Subrogation Clause in Contracts

Postponement of Subrogation. Any rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised until the Guaranteed Obligations and all other amounts due to the Secured Creditors and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount shall be held in trust for the benefit of the Secured Creditors and the Collateral Agent and shall immediately be paid to the Collateral Agent to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured. The Guarantor shall have no recourse against the Secured Creditors or the Collateral Agent for any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on such security.

Postponement of Subrogation. Any Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Agreement, by any payment made hereunder or otherwise, until the Guaranteed Obligations prior payment in full in cash of all of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration of all Letters of Credit and the termination of all other amounts due Commitments. Any amount paid to any Borrower on account of any such subrogation rights prior to the Secured Creditors and the Collateral Agent have been paid or repaid payment in full and such rights in cash of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) all of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount shall be held in trust for the benefit of the Secured Creditors Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured. The Guarantor , in such order as the Administrative Agent shall elect; provided, however, that if (a) any Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations of the other Borrower, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have no terminated or expired and all Commitments have been permanently terminated, then, at paying Borrower's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of an interest in the Obligations resulting from such payment by such Borrower. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrower or any other member of the Borrower Group (or any of its 119 or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made in respect of the Obligations of the other Borrower to any Secured Creditors Party or any holder of a Note, except that the Collateral paying Borrower may file a proof of claim in a bankruptcy proceeding with respect to the other Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the paying Borrower in the event that the Administrative Agent for any invalidity, non-perfection or unenforceability has failed to file a proof of any security held claim on such Borrower's behalf by the Secured Creditors or second business day before the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any Each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Agreement, by any payment made hereunder or otherwise, until the Guaranteed Obligations prior payment in full in cash of all of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the termination or expiration of all Letters of Credit and the termination of all other amounts due Commitments. Any amount paid to any Borrower on account of any such subrogation rights prior to the Secured Creditors and the Collateral Agent have been paid or repaid payment in full and such rights in cash of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) all of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount shall be held in trust for the benefit of the Secured Creditors Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured. The Guarantor , in such order as the Administrative Agent shall elect; provided, however, that if (a) any Borrower has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations of the other Borrower, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have no terminated or expired and all Commitments have been permanently terminated, then, at paying Borrower’s request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to such Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Borrower of an interest in the Obligations resulting from such payment by such Borrower. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, each Borrower shall refrain from taking any action or commencing any proceeding against the other Borrower or any other member of the Borrower Group (or any of its or their successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made in respect of the Obligations of the other Borrower to any Secured Creditors Party or any holder of a Note, except that the Collateral paying Borrower may file a proof of claim in a bankruptcy proceeding with respect to the other Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the paying Borrower in the event that the Administrative Agent for any invalidity, non-perfection or unenforceability has failed to file a proof of any security held claim on such Borrower’s behalf by the Secured Creditors or second business day before the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor and the U.S. Issuer hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Issuers that arise from the existence, payment, performance or enforcement of subrogation acquired by the Guarantor by reason of payment Issuers' obligations under the Notes or this Indenture and such Guarantor's obligations under this Amended Guarantee and Restated Guarantee shall not be exercised until the Guaranteed Obligations and all other amounts due to the Secured Creditors this Indenture, and the Collateral Agent have been paid U.S. Issuer's obligations under this Company Guarantee, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) remedy of the liquidationHolders against the Issuers, winding-up whether or bankruptcy of SWT (whether voluntary not such claim, remedy or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislationright arises in equity, or (iii) that SWT makes any composition with creditors under contract, statute or enters into any scheme of arrangementcommon law, then the Secured Creditors and the Collateral Agent shall have including, without limitation, the right to rank take or receive from the Issuers, directly or indirectly, in priority cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor or the U.S. Issuer in violation of the preceding sentence and any amounts owing to the Guarantor for their full claims Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in respect of the Guaranteed Obligations and receive all dividends connection with such agreements or other payments until their claims instruments, shall not have been paid in full. The , such amount shall have been deemed to have been paid to such Guarantor shall continue to be liableor the U.S. Issuer, less any payments made by itas applicable, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shallbenefit of, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount shall be held in trust for the benefit of of, the Secured Creditors and Trustee or the Collateral Agent Holders and shall immediately forthwith be paid to the Collateral Agent Trustee for the benefit of itself or such Holders to be credited and applied upon to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. The Each Guarantor shall have no recourse against and the Secured Creditors or U.S. Issuer acknowledges that it will receive direct and indirect benefits from the Collateral Agent for any invalidity, non-perfection or unenforceability financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 12.05 is knowingly made in contemplation of any security held by the Secured Creditors or the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on such securitybenefits.

Postponement of Subrogation. Any The Guarantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Guaranty, by any payment made hereunder or otherwise, until the Guaranteed Obligations and prior payment in full in cash of all other amounts due of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the Secured Creditors termination or expiration of all Letters of Credit and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction termination of all or any part of the Guaranteed ObligationsCommitments. If any Any amount is paid to the Guarantor at on account of any time when all the Guaranteed Obligations and other amounts due such subrogation rights prior to the Secured Creditors and payment in full in cash of all of the Collateral Agent have not been paid in full, the amount Obligations shall be held in trust for the benefit of the Secured Creditors Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Guarantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have terminated or expired and all Commitments have been permanently terminated, then, at the Guarantor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor. The In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, the Guarantor shall have no recourse refrain from taking any action or commencing any proceeding against any Borrower or any other member of the Borrower Group (or any of its 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 Guaranty to any Secured Creditors Party or any holder of a Note, except that the Collateral Guarantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Guarantor in the event that the Administrative Agent for any invalidity, non-perfection or unenforceability has failed to file a proof of any security held claim on the Guarantor's behalf by the Secured Creditors or second business day before the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall seek to enforce any right of subrogation in respect of any of the rights of subrogation acquired by the Administrative Agent or any other Secured Party against the Borrower or any Guarantor by reason or any collateral security or guarantee or right of payment under this Amended and Restated Guarantee shall not be exercised until the Guaranteed Obligations and all other amounts due to the Secured Creditors and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights offset held by the Administrative Agent or any other Secured Creditors Party for the payment of the Obligations, nor shall any Guarantor seek any contribution or reimbursement from any other Guarantor in respect of payments made by such Guarantor hereunder, until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Collateral other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in substantially the same form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent. In , if required), to be applied against the event (i) Obligations in the following order: first, to unpaid and unreimbursed documented out-of-pocket costs, expenses and fees of the liquidationAdministrative Agent, winding-up or bankruptcy of SWT (whether voluntary or compulsory)second, (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor Administrative Agent, for their full claims application by it toward payment of all amounts then due and owing and remaining unpaid in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liableObligations, less any payments made by it, for any balance which may be owing pro rata among the Secured Parties according to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part amount of the Guaranteed Obligations. If Obligations then due and owing and remaining unpaid and sufficient to Cash Collateralize all Letters of Credit outstanding on the date of any amount is paid distribution, and if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the Guarantor at unpaid amounts thereof and to Cash Collateralize the Letters of Credit outstanding, and third, any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount surplus then remaining shall be held in trust for the benefit of the Secured Creditors and the Collateral Agent and shall immediately be paid to the Collateral Agent applicable Loan Parties or their successors or assigns or to whomsoever may be credited and applied upon lawfully entitled to receive the Guaranteed Obligationssame or as a court of competent jurisdiction may direct. For the avoidance of doubt, whether matured or unmatured. The nothing in the foregoing agreement by the Guarantor shall have no recourse against the Secured Creditors or the Collateral Agent for any invalidity, non-perfection or unenforceability operate as a waiver of any security held by the Secured Creditors or the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on such securitysubrogation rights.

Postponement of Subrogation. Any Each Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Security Agreement, by any payment made hereunder or otherwise, until the Guaranteed prior payment in full in cash of all of the Obligations and the termination of all other amounts due Interest Rate Agreements to which any Secured Party is a party. Any amount paid to such Grantor on account of any such subrogation rights prior to the Secured Creditors and the Collateral Agent have been paid or repaid payment in full and such rights in cash of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) all of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount shall be held in trust for the benefit of the Secured Creditors and the Collateral Agent Parties and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and credited and applied upon against the Guaranteed ObligationsObligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if: (h) such Grantor has made payment to the Secured Parties of all or any part of the Obligations, and (i) all Obligations have been paid in full in cash and all Interest Rate Agreements to which any Secured Party is a party have been terminated, then, at such Grantor’s request, the Administrative Agent, on behalf of the Secured Parties, will execute and deliver to such Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Grantor of an interest in the Obligations resulting from such payment by such Grantor. The Guarantor In furtherance of the foregoing, for so long as any Obligations remain outstanding, each Grantor shall have no recourse refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its 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 Security Agreement to any Secured Creditors Party, except that any Grantor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to such Grantor in the Collateral event that the Administrative Agent for any invalidity, non-perfection or unenforceability has failed to file a proof of any security held claim on such Grantor’s behalf by the Secured Creditors or second business day before the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any The Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Security Agreement, by any payment made hereunder or otherwise, until the Guaranteed prior payment in full in cash of all of the Obligations and all other amounts due to the Secured Creditors and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction termination of all or any part of the Guaranteed ObligationsCommitments. If any Any amount is paid to the Guarantor at Grantor on account of any time when all the Guaranteed Obligations and other amounts due such subrogation rights prior to the Secured Creditors and payment in full in cash of all of the Collateral Agent have not been paid in full, the amount Obligations shall be held in trust for the benefit of the Secured Creditors and the Collateral Agent Grantee and shall immediately be paid to the Collateral Agent to be Grantee and credited and applied upon against the Guaranteed ObligationsObligations of any Borrower and each other member of the Borrower Group, whether matured or unmatured. The Guarantor , such order as the Grantee shall elect; provided, however, that if (a) the Grantor has made payment to the Grantee of all or any part of the Obligations, and (b) all Obligations have no been paid in full in cash, all Letters of Credit have expired or been terminated and all Commitments have been permanently terminated, then, at the Grantor’s request, the Grantee will execute and deliver to the Grantor appropriate documents (without recourse against and without representation or warranty) necessary to evidence the Secured Creditors or transfer by subrogation to the Collateral Agent for any invalidity, non-perfection or unenforceability Grantor of any security held an interest in the Obligations resulting from such payment by the Secured Creditors Grantor. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Collateral Agent Grantor shall refrain from taking any action or commencing any proceeding against any Borrower or any irregularity other member of the Borrower Group (or defect any of its 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 Security Agreement to the Grantee, except that the Grantor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Grantor in the manner or procedure event that the Grantee has failed to file a proof of claim on the Grantor’s behalf by which the Secured Creditors or second business day before the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any The Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Pledge, by any payment made hereunder or otherwise, until the Guaranteed Obligations and prior payment in full in cash of all other amounts due of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the Secured Creditors termination or expiration of all Letters of Credit and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction termination of all or any part of the Guaranteed ObligationsCommitments. If any Any amount is paid to the Guarantor at Pledgor on account of any time when all the Guaranteed Obligations and other amounts due such subrogation rights prior to the Secured Creditors and payment in full in cash of all of the Collateral Agent have not been paid in full, the amount Obligations shall be held in trust for the benefit of the Secured Creditors Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of the Borrowers and each other member of the Borrower Group, whether matured or unmatured. The Guarantor , such order as the Administrative Agent shall have no recourse against elect; provided, however, that if -------- ------- (a) the Pledgor has made payment to the Secured Creditors Parties and each holder of a Note of all or any part of the Collateral Agent for Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any invaliditySecured Party is a party have been terminated, non-perfection all Letters of Credit have expired or unenforceability terminated and all Commitments have been permanently terminated, then, at the Pledgor's request, the Administrative Agent, on behalf of any security held the Secured Parties and the holders of the Notes, will execute and deliver to the Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Pledgor of an interest in the Obligations resulting from such payment by the Secured Creditors Pledgor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, the Collateral Agent Pledgor shall refrain from taking any action or commencing any proceeding against any Borrower or any irregularity other member of the Borrower Group (or defect any of its 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 Pledge to any Secured Party or any holder of a Note, except that the Pledgor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Pledgor in the manner or procedure event that the Administrative Agent has failed to file a proof of claim on the Pledgor's behalf by which the Secured Creditors or second business day before the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any The Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Pledge, by any payment made hereunder or otherwise, until the Guaranteed Obligations and prior payment in full in cash of all other amounts due of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the Secured Creditors termination or expiration of all Letters of Credit and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction termination of all or any part of the Guaranteed ObligationsCommitments. If any Any amount is paid to the Guarantor at Pledgor on account of any time when all the Guaranteed Obligations and other amounts due such subrogation rights prior to the Secured Creditors and payment in full in cash of all of the Collateral Agent have not been paid in full, the amount Obligations shall be held in trust for the benefit of the Secured Creditors Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of the Borrowers and each other other member of the Borrower Group , whether matured or unmatured. The Guarantor , such order as the Administrative Agent shall have no recourse against elect; provided, however, that if -------- ------- (a) the Pledgor has made payment to the Secured Creditors Parties and each holder of a Note of all or any part of the Collateral Agent for Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any invaliditySecured Party is a party have been terminated, non-perfection all Letters of Credit have expired or unenforceability terminated and all Commitments have been permanently terminated, then, at the Pledgor's request, the Administrative Agent, on behalf of any security held the Secured Parties and the holders of the Notes, will execute and deliver to the Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Pledgor of an interest in the Obligations resulting from such payment by the Secured Creditors Pledgor. In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, the Collateral Agent Pledgor shall refrain from taking any action or commencing any proceeding against any Borrower or any irregularity other member of the Borrower Group (or defect any of its 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 Pledge to any Secured Party or any holder of a Note, except that the Pledgor may file a proof of claim in a bankruptcy proceeding with respect to any Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Pledgor in the manner or procedure event that the Administrative Agent has failed to file a proof of claim on the Pledgor's behalf by which the Secured Creditors or second business day before the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any The Grantor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Security Agreement, by any payment made hereunder or otherwise, until the Guaranteed Obligations and prior payment in full in cash of all other amounts due of the Obligations, the termination of all Interest Rate Agreements to the which any Secured Creditors Party is a party and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction termination of all or any part of the Guaranteed ObligationsCommitments. If any Any amount is paid to the Guarantor at Grantor on account of any time when all the Guaranteed Obligations and other amounts due such subrogation rights prior to the Secured Creditors and payment in full in cash of all of the Collateral Agent have not been paid in full, the amount Obligations shall be held in trust for the benefit of the Secured Creditors Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of the Borrower and each other Loan Party, whether matured or unmatured, such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Grantor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated and all Commitments have been permanently terminated, then, at the Grantor's request, the Administrative Agent, on behalf of the -------------------- Secured Parties and the holders of the Notes, will execute and deliver to the Grantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Grantor of an interest in the Obligations resulting from such payment by the Grantor. The Guarantor In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, the Grantor shall have no recourse refrain from taking any action or commencing any proceeding against the Borrower or any other Loan Party (or any of its 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 Security Agreement to any Secured Creditors Party or any holder of a Note, except that the Collateral Grantor may file a proof of claim in a bankruptcy proceeding with respect to the Borrower or any other Loan Party in connection with any obligations owed by such Loan Party to the Grantor in the event that the Administrative Agent for any invalidity, non-perfection or unenforceability has failed to file a proof of any security held claim on the Grantor's behalf by the Secured Creditors or second business day before the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on due date for such securityfiling.

Postponement of Subrogation. Any rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised until the Guaranteed Obligations and all other amounts due to the Secured Creditors and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT any Parent Guarantor or Borrower (whether voluntary or compulsory), (ii) that SWT any Parent Guarantor or Borrower makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT any Parent Guarantor or Borrower makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWTany Parent Guarantor or Borrower. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount shall be held in trust for the benefit of the Secured Creditors and the Collateral Agent and shall immediately be paid to the Collateral Agent to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured. The Guarantor shall have no recourse against the Secured Creditors or the Collateral Agent for any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on such security.

Postponement of Subrogation. Any Each Guarantor agrees that it will not exercise any rights which it may acquire by way of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Guaranty, by any payment made hereunder or otherwise, until the Guaranteed Obligations and all other amounts due to the Secured Creditors and the Collateral Agent have been paid or repaid prior payment, in full and such rights in cash, of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) all Obligations of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale Borrower and each other Obligor. Any amount paid to such Guarantor on account of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority subrogation rights prior to the Guarantor for their payment in full claims in respect of all Obligations of the Guaranteed Obligations Borrower and receive all dividends or each other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction of all or any part of the Guaranteed Obligations. If any amount is paid to the Guarantor at any time when all the Guaranteed Obligations and other amounts due to the Secured Creditors and the Collateral Agent have not been paid in full, the amount Obligor shall be held in trust for the benefit of the Secured Creditors Lender Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Agent to be Lender Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of a Borrower and each other Obligor, whether matured or unmatured, in accordance with the terms of the Credit Agreement; provided, however, that if (a) such Guarantor has made payment to the Lender Parties and each holder of a Note 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 and all Commitments have been permanently terminated, each Lender Party and each holder of a Note agrees that, at such Guarantor's request, the Lender Parties and the holders of 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 of an interest in the Obligations of the Borrower and each other Obligor resulting from such payment by such Guarantor. The In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, each Guarantor shall have no recourse refrain from taking any action or commencing any proceeding against the Secured Creditors or the Collateral Agent for any invalidity, non-perfection or unenforceability of any security held by the Secured Creditors or the Collateral Agent Borrower or any irregularity other Obligor (or defect its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in the manner respect of payments made under this Guaranty to any Lender Party or procedure by which the Secured Creditors or the Collateral Agent realize on such securityany holder of a Note.

Postponement of Subrogation. Any The Pledgor agrees that it will not exercise any rights which it may acquire by way of rights of subrogation acquired by the Guarantor by reason of payment under this Amended and Restated Guarantee shall not be exercised Pledge, by any payment made hereunder or otherwise, until the Guaranteed Obligations and prior payment in full in cash of all other amounts due of the Obligations, the termination of all Interest Rate Agreements to which any Secured Party is a party, the Secured Creditors termination or expiration of all Letters of Credit and the Collateral Agent have been paid or repaid in full and such rights of subrogation shall be no greater than the rights held by the Secured Creditors and the Collateral Agent. In the event (i) of the liquidation, winding-up or bankruptcy of SWT (whether voluntary or compulsory), (ii) that SWT makes a bulk sale of any of its assets within the provisions of any bulk sales legislation, or (iii) that SWT makes any composition with creditors or enters into any scheme of arrangement, then the Secured Creditors and the Collateral Agent shall have the right to rank in priority to the Guarantor for their full claims in respect of the Guaranteed Obligations and receive all dividends or other payments until their claims have been paid in full. The Guarantor shall continue to be liable, less any payments made by it, for any balance which may be owing to the Secured Creditors or the Collateral Agent by SWT. No valuation or retention of their security by the Secured Creditors or the Collateral Agent shall, as between the Collateral Agent and the Secured Creditors and the Guarantor, be considered as a purchase of such security or as payment or satisfaction or reduction termination of all or any part of the Guaranteed ObligationsCommitments. If any Any amount is paid to the Guarantor at Pledgor on account of any time when all the Guaranteed Obligations and other amounts due such subrogation rights prior to the Secured Creditors and payment in full in cash of all of the Collateral Agent have not been paid in full, the amount Obligations shall be held in trust for the benefit of the Secured Creditors Parties and the Collateral Agent each holder of a Note and shall immediately be paid to the Collateral Administrative Agent to be for the benefit of the Secured Parties and each holder of a Note and credited and applied upon against the Guaranteed ObligationsObligations of the Pledgor, the other Borrower, and each other member of the Borrower Group, whether matured or unmatured, in such order as the Administrative Agent shall elect; provided, however, that if -------- ------- (a) the Pledgor has made payment to the Secured Parties and each holder of a Note of all or any part of the Obligations of the other Borrower, and (b) all Obligations have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit have expired or been terminated and all Commitments have been permanently terminated, then, at the Pledgor's request, the Administrative Agent, on behalf of the Secured Parties and the holders of the Notes, will execute and deliver to the Pledgor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Pledgor of an interest in the Obligations resulting from such payment by the Pledgor. The Guarantor In furtherance of the foregoing, for so long as any Obligations, Letters of Credit or Commitments remain outstanding, the Pledgor shall have no recourse refrain from taking any action or commencing any proceeding against the other Borrower or any other member of the Borrower Group (or any of its 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 Pledge Agreement to any Secured Creditors Party or any holder of a Note, except that the Collateral Pledgor may file a proof of claim in a bankruptcy proceeding with respect to the other Borrower or any other member of the Borrower Group in connection with any obligations owed by such member to the Pledgor in the event that the Administrative Agent for any invalidity, non-perfection or unenforceability has failed to file a proof of any security held claim on the Pledgor's behalf by the Secured Creditors or second business day before the Collateral Agent or any irregularity or defect in the manner or procedure by which the Secured Creditors or the Collateral Agent realize on due date for such securityfiling.