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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative 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 payment to the Administrative Agent of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the 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 Administrative Agent.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided thatprovided, if such Guarantor however, that if (a) any Borrower has made payment to the Administrative Agent 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 Administrative Agent 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 Administrative Agentany 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 Secured Parties Lenders and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lenders in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the 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 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 Administrative AgentAgent 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 Secured Parties and shall immediately be paid and turned over to the French Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the French Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.71.7; provided that, that if such any Guarantor has made payment to the Administrative Agent Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the 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 Administrative Agentany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Holdings 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 set forth in this Article IX, 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 set forth in this Article IX or otherwise, until following the Termination Dateprior payment in full in cash of all Obligations of the Borrower and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments. Any amount paid to such Guarantor Holdings 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 Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor Parties and each holder of the Administrative Agent, 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 2.7; provided that, if such Guarantor has made payment to the Administrative Agent terms of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the 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 paymentthis Agreement. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations or Commitments remain outstanding, such Guarantor Holdings 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 the guaranty set forth in this Guarantee Article IX to the Administrative Agentany Secured Party or any holder of a Note.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided that, that if such Guarantor (a) any Borrower has made payment to the Administrative Agent 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 Administrative Agent 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 Administrative Agentany Secured Party.

Postponement of Subrogation, etc. Each Guarantor The Parent 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 the Parent 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 the Parent on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor the Parent (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided thatprovided, that (a) if such Guarantor has made the Parent makes payment to the Administrative Agent Secured Parties of all or any part of the Obligations Obligations; and (b) the Termination Date has occurred, then, ; then at such Guarantorthe Parent’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantorthe Parent, 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 Obligations resulting from such paymentpayment described in clause (a) above. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor Date the 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 respect of payments made under this Guarantee any Loan Document to the Administrative Agentany 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 Security 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, whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Parties and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided thatPROVIDED, if such Guarantor HOWEVER, that if (a) any Grantor has made payment to the Administrative Agent Secured Parties of all or any part of the Obligations and Obligations; and (b) the Termination Date has occurred, then; then each Secured Party agrees that, at such Guarantor’s Grantor's request, the Administrative Agent willAgent, at on behalf of the expense of such GuarantorSecured Parties, will execute and deliver to such Guarantor Grantor 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 resulting from such paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Grantor shall refrain from taking any action or commencing any proceeding against the any 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 Security Agreement to any Secured Party. Notwithstanding the foregoing, to the extent necessary to toll the statute of limitations, such Grantor may take such action required to preserve any rights it has by way of rights of subrogation as consented to by the Administrative AgentAgent in its reasonable discretion.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.72.8; provided thatprovided, that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Domestic Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Domestic Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.71.7; provided that, that if such any Guarantor has made payment to the Administrative Agent Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the 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 Administrative Agentany 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 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 Secured Parties Lender and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, Lender in the exact form received by such Guarantor (duly endorsed in favor of the Administrative AgentLender, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.72,7; provided thatprovided, that if such Guarantor has made payment to the Administrative Agent Lender of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Administrative Agent 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 Administrative AgentLender.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Subsidiary Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such any Subsidiary Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such any Guarantor has made payment to the Administrative Agent Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s request, the Administrative 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 Administrative Agentany 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative AgentLenders, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, that if such Guarantor has made payment to the Administrative 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 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 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 Administrative AgentLenders.

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 Secured Guarantied Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Guarantied Parties in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such the Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 Secured Lender Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lender Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent 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 Administrative AgentLender Parties.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such the Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Lender for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative AgentLender, 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 thatprovided, however, that if such any Guarantor has made payment to the Administrative Agent 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 Administrative Agent 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 Administrative Agentany 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.8; provided thatprovided, however, that if such Guarantor (a) any Borrower has made payment to the Administrative Agent 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 Administrative Agent 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 Administrative Agent.its

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 Secured Lender Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lender Parties in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section SECTION 2.7; provided thatPROVIDED, HOWEVER, that if such the Guarantor has made payment to the Administrative Agent 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 Administrative Agentany Lender Party.

Postponement of Subrogation, etc. Each Guarantor Pledgor hereby 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 reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Pledgor on account of any such subrogation rights payment made hereunder prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately promptly be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided thatprovided, if such Guarantor however, that if (a) any Pledgor has made payment to the Administrative Agent for the benefit of the Secured Parties of all or any part of the Obligations and Obligations, and (b) the Termination Date has occurred, theneach Secured Party agrees that, at such Guarantor’s Pledgor's request, the Administrative Agent willAgent, at on behalf of the expense of such GuarantorSecured Parties, 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 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 any 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 Administrative AgentAgent or any other Secured Party.

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 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 reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Parties and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided thatprovided, if such Guarantor however, that if (a) any Pledgor has made payment to the Administrative Agent Secured Parties of all or any part of the Obligations and Secured Obligations; and (b) the Termination Date has occurred, then; then each Secured Party agrees that, at such GuarantorPledgor’s request, the Administrative Agent willAgent, at on behalf of the expense of such GuarantorSecured Parties, 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 any 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 any Secured Party. 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 Administrative AgentAgent in its reasonable discretion.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section SECTION 2.7; provided thatPROVIDED, however, that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 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 Secured Parties Bank and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, Bank in the exact form received by such Guarantor (duly endorsed in favor of the Administrative AgentBank, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, that if such Guarantor has made payment to the Administrative Agent Bank of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Administrative Agent 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 Administrative AgentBank.

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 Secured Lender Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lender Parties in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such the Guarantor has made payment to the Administrative Agent 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 Administrative AgentLender 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 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 Secured Parties Lenders and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lenders in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent Lenders 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 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 Administrative Agentany Lender.

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 Credit Document to which it is a party, nor shall such Guarantor any Grantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorCredit Party, in respect of any payment made under any Loan Credit Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Grantor on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Collateral Agent for its benefit and the ratable benefit of the each other Secured Parties, Party in the exact form received by such Guarantor Grantor (duly endorsed in favor of the Administrative Collateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 2.76.1; provided thatprovided, however, that if such Guarantor any Grantor has made payment to the Administrative Agent Secured Parties of all or any part of the Secured Obligations and the Termination Date has occurred, then, then at such Guarantor’s Grantor's request, the Administrative Collateral Agent (on behalf of the Secured Parties) will, at the expense of such GuarantorGrantor, execute and deliver to such Guarantor Grantor 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 Secured Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Credit 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 Security Agreement to the Administrative Agentany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Grantor hereby 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 reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Grantor on account of any such subrogation rights payment made hereunder prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Parties and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided thatprovided, if however, that if: (a) such Guarantor Grantor has made payment to the Administrative Agent for the benefit of the Secured Parties of all or any part of the Obligations and Obligations; and (b) the Termination Date has occurred, theneach Secured Party agrees that, at such Guarantor’s the requesting Grantor's request, the Administrative Agent willAgent, at on behalf of the expense of such GuarantorSecured Parties, will execute and deliver to such Guarantor Grantor 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 resulting from such paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Grantor shall refrain from taking any action or commencing any proceeding against the any 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 Administrative AgentAgent or any other 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent Secured Parties 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 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 Administrative Agentany 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided., that if such any Guarantor has made payment to the Administrative Agent Secured Parties 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 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Subsidiary Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such any Subsidiary Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Pledgor hereby 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 reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Pledgor on account of any such subrogation rights payment made hereunder prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately promptly be paid and turned over to the Administrative Collateral Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Indenture; provided thatprovided, if such Guarantor however, that if (a) any Pledgor has made payment to the Administrative Collateral Agent for the benefit of the Secured Parties of all or any part of the Obligations and Secured Obligations, and (b) the Termination Date has occurred, theneach Secured Party agrees that, at such GuarantorPledgor’s request, the Administrative Agent willCollateral Agent, at on behalf of the expense of such GuarantorSecured Parties, 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 Company 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 Administrative AgentCollateral Agent or any other 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 Guarantee, 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 Company. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations of the Company shall be held in trust for the benefit of the Secured Bank Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Administrator and credited and applied against the ObligationsObligations of the Company, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided thatprovided, however, that if such (a) the Guarantor has made payment to the Administrative Agent Bank Parties and each holder of a Note of all or any part of the Obligations of the Company, and (b) all Obligations of the Termination Date has occurredCompany have been paid in full and all Commitments have been permanently terminated, theneach Bank Party and each holder of a Note agrees that, at such the Guarantor’s 's request, the Administrative Agent willAdministrator, at on behalf of the expense Bank Parties and the 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 Company 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 Company (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 the Administrative Agentany Bank Party 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such the Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such the ----------- -------- ------- Guarantor has made payment to the Administrative Agent 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 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 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 Administrative Agentany 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 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 Secured Guarantied Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Guarantied Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, Exhibit G-1 that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent Secured Parties 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 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 Administrative Agentany 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 Secured Parties Lenders and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, 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 thatprovided, if such Guarantor has however, that if (a) the Guarantors have made payment to the Administrative Agent 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 Administrative Agent 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 Administrative Agentany 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 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 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 Secured Guaranteed Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Guaranteed Parties and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided thatprovided, if however, that if: (a) such Guarantor has made payment to the Administrative Agent Guaranteed Parties of all or any part of the Obligations Obligations; and (b) the Facility Termination Date has occurred, then; then each Guaranteed Party agrees that, at such Guarantor’s request, the Administrative Agent willAgent, at on behalf of the expense of such GuarantorGuaranteed Parties, 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 resulting from such paymentpayment by such Guarantor. 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 the respect of payments made under this Guarantee Guaranty to the Administrative Agentany Guaranteed 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.8; provided thatprovided, however, that if such Guarantor (a) any Borrower has made payment to the Administrative Agent 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 Administrative Agent 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 Administrative Agentany Secured Party.

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 Secured Parties and shall (subject to the terms of the Intercreditor Agreement) immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative 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 thatprovided, however, that if such any Guarantor has made payment to the Administrative Agent Secured Parties 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 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 Administrative Agentany Secured 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such any Guarantor has made payment to the Administrative Agent Secured Parties 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 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 Administrative Agentany 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 Secured Parties Lenders and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, 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 thatprovided, if such Guarantor has however, that if (a) the Guarantors have made payment to the Administrative Agent 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 Administrative Agent 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 Administrative Agentany Lender or any holder of a Note.

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 Secured Parties Lenders and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lenders in the exact form received by such Guarantor the Company (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such Guarantor the Company has made payment to the 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 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 Administrative AgentAgent on behalf of the Lenders).

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative 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 that, that if such the Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany 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 Secured Lender Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lender Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent 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 Administrative AgentLender Parties.

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 Secured Parties Bank and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, Bank in the exact form received by such the Guarantor (duly endorsed in favor of the Administrative AgentBank, if required), to be credited and applied against the ObligationsLiabilities, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such the Guarantor has made payment to the Administrative Agent 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 Administrative Agent 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 Administrative AgentBank.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the ObligationsLiabilities, whether matured or unmatured, in accordance with Section 2.7; provided thatprovided, however, that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it The Guarantors agree that, if an Event of Default shall have occurred and be continuing, they will not exercise any rights which it they may acquire by way of rights of subrogation under any Loan Document to which it is any of them are a party, nor shall such Guarantor the Guarantors 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 on which the Obligations (other than continuing indemnity and similar obligations which by their terms survive termination of this Agreement) shall have been finally indefeasibly and fully paid and performed and the Commitments shall have been terminated (the "Final Payment Date"). Any amount paid to such any 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 Secured Parties Agent and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, Agent in the exact form received by such Guarantor (duly endorsed in favor of the Administrative 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 payment to the Administrative Agent of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the 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 Final Payment Date, such Guarantor the Guarantors 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 Administrative Agent.

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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the ratable benefit of the Secured Parties, Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided thatprovided, if such Guarantor however, that if (a) any Borrower has made payment to the Administrative Agent 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 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it None of the Guarantors 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 Article, 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. Any amount paid to such any Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all Obligations shall be held in trust for the benefit of the Secured Parties Lenders and the Agent and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Agent and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; provided thatprovided, if such however, that if (a) any Guarantor has made payment to the Administrative Lenders and the Agent of all or any part of the Obligations, and (b) all Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and the Termination Date has occurred, thenAgent agrees that, at such Guarantor’s 's request, the Administrative Agent willAgent, at on behalf of the expense of such GuarantorLenders, 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 resulting from such paymentpayment by such Guarantor. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any 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 the respect of payments made under this Guarantee Article to any Lender or the Administrative Agent.

Postponement of Subrogation, etc. Each Guarantor Grantor hereby 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 reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Grantor on account of any such subrogation rights payment made hereunder prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Parties and credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Indenture; provided thatprovided, if however, that if: (a) such Guarantor Grantor has made payment to the Administrative Collateral Agent for the benefit of the Secured Parties of all or any part of the Obligations and Secured Obligations; and (b) the Termination Date has occurred, theneach Secured Party agrees that, at such Guarantorthe requesting Grantor’s request, the Administrative Agent willCollateral Agent, at on behalf of the expense of such GuarantorSecured Parties, will execute and deliver to such Guarantor Grantor 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 Secured Obligations resulting from such paymentpayment by such Grantor. In furtherance of the foregoing, at all times prior to the Termination Date, such Guarantor each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower Company or any other Obligor or Guarantor Grantor (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 Administrative AgentCollateral Agent or any other 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 Guarantee or any Loan Document other agreement to which it is a party, nor shall such any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower Purchaser or any other Obligor or Guarantor, Parent in respect of any payment made or performance hereunder, under any Loan Document the Agreement or otherwise, until following the Termination Datetermination of this Guarantee. Any From time to time, any amount paid to any such Guarantor on account of any such subrogation rights prior to the Termination Date termination of this Guarantee shall be held in trust for the benefit of the Secured Parties Guaranteed Party and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, Guaranteed Party in the exact form received by such Guarantor (duly endorsed in favor of the Administrative AgentGuaranteed Party, if required), to be credited and applied against any portion of the Obligations, whether matured or unmaturedGuaranteed Obligation that is then due and payable, in accordance with Section 2.7; provided that, if such Guarantor has made payment to the Administrative Agent of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the 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 paymentterms hereof. In furtherance of the foregoing, at all times prior to the Termination Datetermination of this Guarantee, such each Guarantor shall refrain from taking any action or commencing any proceeding against the Borrower Purchaser or any other Obligor or Guarantor Parent (or their respective 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 the Administrative AgentGuaranteed 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 Guarantee, 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 Company. Any amount paid to such the Guarantor on account of any such subrogation rights prior to the Termination Date payment in full of all obligations of the Company shall be held in trust for the benefit of the Secured Bank Parties and each holder of a Note and shall immediately be paid and turned over to the Administrative Agent, for the benefit of the Secured Parties, in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be Administrator and credited and applied against the ObligationsObligations of the Company, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided thatprovided, if such however, that if (a) the Guarantor has made payment to the Administrative Agent Bank Parties and each holder of a Note of all or any part of the obligations of the Company, and (b) all Obligations of the Company have been paid in full and the Termination Date has occurredall Commitments have been permanently terminated, theneach Bank Party and each holder of a Note agrees that, at such the Guarantor’s 's request, the Administrative Agent willAdministrator, at on behalf of the expense Bank Parties and the 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 Company 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 Company (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 the Administrative Agentany Bank 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 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 Secured Lender Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Lender Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such Guarantor has made payment to the Administrative Agent 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 Administrative Agentany 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 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 Secured Parties and shall immediately be paid and turned over to the Administrative Agent, Agent for the benefit of the Secured Parties, Parties in the exact form received by such Guarantor (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 2.7; provided that, that if such any Guarantor has made payment to the Administrative Agent 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 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 Administrative Agentany Secured Party.