Common use of Postponement of Subrogation, etc Clause in Contracts

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

Postponement of Subrogation, etc. Each Guarantor Holdings agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a 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 Borrowers 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 Borrowers and each other Obligor, the termination or expiration of all Letters of Credit and the termination of all Commitments shall be held in trust for the benefit of the Lender Secured Parties and each holder of a Note and shall immediately be paid and turned over to the Lender in Administrative Agents for the exact form received by such Guarantor (duly endorsed in favor benefit of the Lender, if required), to be Secured Parties and each holder of a Note and credited and applied against the ObligationsObligations of the Borrowers and each other Obligor, whether matured or unmatured, in accordance with Section 2.7; providedthe terms of this Agreement, that if such Guarantor has made payment to but without affecting, impairing or limiting in any manner the Lender liability of all or any part of the Obligations and the Termination Date has occurred, then, at such Guarantor’s request, the Lender will, at the expense of such Guarantor, execute and deliver to such Guarantor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such paymentHoldings under other provisions hereof. In furtherance of the foregoing, at all times prior to the Termination Datefor so long as any Obligations, such Guarantor Letters of Credit or Commitments remain outstanding, Holdings shall refrain from taking any action or commencing any proceeding against the either Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation 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 Lenderany Secured Party or any holder of a Note.

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

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

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

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

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

Postponement of Subrogation, etc. Each Guarantor Holdings agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partyhereunder, nor shall such Guarantor Holdings seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorBorrower, in respect of any payment made under any Loan Document or otherwisehereunder, until following the Termination Date. Any other amount paid to such Guarantor Holdings on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Holdings (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, provided that if such Guarantor has the Obligors have made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantorany Borrower’s request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GuarantorHoldings, 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 Holdings 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, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee hereunder to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor agrees that it WWI will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect of by any payment made under any Loan Document hereunder or otherwise, until following prior to the Final Termination Date. Any amount paid to such Guarantor WWI on account of any such subrogation rights prior to the Final Termination Date shall be held in trust for the benefit of the Lender Lenders and each holder of a Note and/or TLC and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be Administrative Agent and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; providedPROVIDED, HOWEVER, that if such Guarantor if (a) WWI has made payment to the Lender Lenders and each holder of a Note of all or any part of the Obligations and Guaranteed Obligations, and (b) the Final Termination Date has occurred, then-100- each Lender and each holder of a Note agrees that, at such Guarantor’s WWI's request, the Lender willAdministrative Agent, at on behalf of the expense Lenders and the holders of such Guarantorthe Notes, will execute and deliver to such Guarantor WWI appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor WWI of an interest in the Guaranteed Obligations resulting from such paymentpayment by WWI. In furtherance of the foregoing, at all times prior to the Final Termination Date, such Guarantor WWI shall refrain from taking any action or commencing any proceeding against the SP1 Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee to any Lender or any holder of a Note and/or TLC; PROVIDED, HOWEVER, that WWI may make any necessary filings solely to preserve its claims against the LenderSP1 Borrower.

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower 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 Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; provided, however, that if such Guarantor any Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such GuarantorBorrower’s written request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GuarantorBorrower, execute and deliver to such Guarantor Borrower appropriate documents (in form and substance satisfactory to the Administrative Agent and 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 Credit Party (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Section 3.4.1 to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Holdings agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a partyhereunder, nor shall such Guarantor Holdings seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or GuarantorBorrower, in respect of any payment made under any Loan Document or otherwisehereunder, until following the Termination Date. Any other amount paid to such Guarantor Holdings on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor Holdings (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.74.7; provided, provided that if such Guarantor has the Obligors have made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s any Borrower's request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such GuarantorHoldings, 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 Holdings 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, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee hereunder to the Lenderany Secured Party.

Postponement of Subrogation, etc. Each Guarantor Debtor hereby agrees that it will not claim or exercise any rights against any other Debtor 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 DateDischarge of Noteholder Debt. Any amount paid to such Guarantor any Debtor on account of any such subrogation rights payment made hereunder prior to the Termination Date Discharge of Noteholder Debt shall be held in trust for the benefit of the Lender Perfection Agent and shall immediately be paid and turned over to the Lender in the exact form received by such Guarantor (duly endorsed in favor of the Lender, if required), to be credited and Perfection Agent applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Intercreditor Agreement; provided, however, that if such Guarantor Debtor has made payment to the Lender Collateral Agent of all or any part of the Obligations Noteholder Debt and the Termination Date Discharge of Noteholder Debt has occurred, then, then at such GuarantorDebtor’s request, the Lender Collateral Agent will, at the expense of such GuarantorDebtor, execute and deliver to such Guarantor Debtor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Debtor of an interest in the Obligations such Noteholder Debt resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination DateDischarge of Noteholder Debt, such Guarantor each Debtor shall refrain from taking any action or commencing any proceeding against the Borrower Issuer or any other Obligor or Guarantor Debtors (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Agreement to the Lenderany Secured Party.

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

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

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

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor any Borrower 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 Document or otherwise, until following the Termination Date. Any amount paid to such Guarantor the Borrowers on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lender Secured Parties and shall immediately be paid and turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by such Guarantor the applicable Borrower (duly endorsed in favor of the LenderAdministrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of this Agreement; provided, however, that if such Guarantor a Borrower has made payment to the Lender Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then, then at such Guarantor’s the Borrowers’ written request, the Lender Administrative Agent (on behalf of the Secured Parties) will, at the expense of such Guarantorthe Borrowers, execute and deliver to such Guarantor the Borrowers appropriate documents (in form and substance satisfactory to the Administrative Agent and without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor the Borrowers 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 the Borrowers 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, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Section 3.4.1 to the Lenderany Secured Party.

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

Postponement of Subrogation, etc. Each Guarantor agrees that it Pledgor will not claim or exercise -------------------------------- any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Termination Satisfaction Date. Any amount paid to such Guarantor Pledgor on account of any such subrogation rights prior to the Termination Date payment made hereunder shall be held in trust for the benefit of the Lender Holders of the Notes and shall immediately be paid and turned over to the Lender in Collateral Agent, for the exact form received by such Guarantor (duly endorsed in favor ratable benefit of the LenderHolders of the Notes, if required), to be and credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; the terms of the Indenture, provided, however, that if such Guarantor if (a) Pledgor has made payment to the Lender Collateral Agent for the ratable benefit of the Holders of the Notes of all or any part of the Obligations and Obligations, and (b) the Termination Satisfaction Date has occurred, thenthe Collateral Agent, on behalf of the Holders of the Notes, agrees that, at such Guarantor’s Pledgor's request, the Lender willCollateral Agent, at on behalf of the expense Holders of such Guarantorthe Notes, 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 Pledgor. In furtherance of the foregoing, at all times prior to the Termination Satisfaction Date, such Guarantor Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Pledge Agreement to the LenderCollateral Agent or the Holders of the Notes.

Postponement of Subrogation, etc. Each Guarantor agrees that it No Pledgor will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Current Assets Termination Date. Any amount paid to such Guarantor any Pledgor on account of any such subrogation rights payment made hereunder prior to the Current Assets Termination Date shall be held in trust for the benefit of the Lender Current Assets Secured Parties and shall immediately be paid and turned over to the Lender in Administrative Agent, for the exact form received by such Guarantor (duly endorsed in favor ratable benefit of the LenderCurrent Assets Secured Parties, if required), to be and credited and applied against the Current Assets Obligations, whether matured or unmatured, in accordance with Section 2.7the terms of the Credit Agreement; provided, however, that if such Guarantor if (a) any Pledgor has made payment to the Lender Administrative Agent for the ratable benefit of the Current Assets Secured Parties of all or any part of the Obligations and Current Assets Obligations, and (b) the Current Assets Termination Date has occurred, theneach Current Assets Secured Party agrees that, at such Guarantor’s Pledgor's request, the Lender willAdministrative Agent, at on behalf of the expense of such GuarantorCurrent Assets Secured 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 Current Assets Obligations resulting from such paymentpayment by such Pledgor. In furtherance of the foregoing, at all times prior to the Current Assets Termination Date, such Guarantor each Pledgor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Pledge Agreement to the LenderAdministrative Agent or any other Current Assets Secured Party.

Postponement of Subrogation, etc. Each Guarantor Assignor hereby agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Obligor or Guarantor, in respect reason of any payment made under any Loan Document hereunder, whether by way of subrogation, reimbursement or otherwise, until following the Termination Satisfaction Date. Any amount paid to such Guarantor on account of any such subrogation rights Assignor hereunder prior to the Termination Satisfaction Date shall be held in trust for the benefit of the Lender Collateral Agent and the Holders and shall immediately be paid and turned over to the Lender in Collateral Agent for the exact form received by such Guarantor (duly endorsed in favor benefit of the Lender, if required), to be Holders and credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of Section 2.76.1 hereof; provided, however, that if if: (a) such Guarantor Assignor has made payment to the Lender Collateral Agent of all or any part of the Obligations and Obligations: and (b) the Termination Satisfaction Date has occurred, thenthe Collateral Agent, on behalf of the Holders agrees that, at such Guarantor’s the requesting Assignor's request, the Lender willCollateral Agent, at on behalf of the expense of such Guarantor, Collateral Agent and the Holders will execute and deliver to such Guarantor Assignor appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to such Guarantor Assignor of an interest in the Obligations resulting from such paymentpayment by such Assignor. In furtherance of the foregoing, at all times prior to the Termination Satisfaction Date, such Guarantor each Assignor shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Assignor (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Agreement to the LenderCollateral Agent or Holders.

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

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

Postponement of Subrogation, etc. Each Guarantor Grantor agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Notes 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 GuarantorGrantor, in respect of any payment made under any Loan Notes Document or otherwise, until following prior to the first anniversary of the Termination Date. Any amount paid to such Guarantor any Grantor on account of any such subrogation rights prior to the Termination Date shall shall, be held in trust for the benefit of the Lender Note Holders and shall immediately be paid and turned over to the Lender Collateral Agent for its benefit and for the ratable benefit of each other Note Holder in the exact form received by such Guarantor Grantor (duly endorsed in favor of the LenderCollateral Agent, if required), to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with clause (b) of Section 2.76.1; provided, however, that if such Guarantor any Grantor has made payment to the Lender Note Holders of all or any part of the Secured Obligations and the Termination Date has occurredoccurred more than one year preceding such request, then, then at such GuarantorGrantor’s request, the Lender Collateral Agent (on behalf of the Note Holders) 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 first anniversary of the Termination Date, such Guarantor the Grantors shall refrain from taking any action or commencing any proceeding against the Borrower or any other Obligor or Guarantor Notes Issuer (or their its successors or assigns, whether in connection with a bankruptcy proceeding, Liquidation proceeding or otherwise) to recover any amounts in respect of payments made under this Guarantee Security Agreement to the Lenderany Note Holder.

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

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

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

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

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

Postponement of Subrogation, etc. Each Guarantor Borrower agrees that it will not claim or exercise any rights which it may acquire by way of rights of subrogation under any Loan Document to which it is a party, nor shall such Guarantor 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 Revolving Loan Commitment Termination Date. Any amount paid to such Guarantor any Borrower on account of any such subrogation rights prior to the Revolving Loan Commitment Termination Date shall be held in trust for the benefit of the Lender Lenders and shall immediately be paid and turned over to the Lender Agent for the benefit of the Lenders in the exact form received by such Guarantor Borrower (duly endorsed in favor of the LenderAgent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 2.7; provided, however, that if such Guarantor (a) any Borrower has made payment to the Lender Lenders of all or any part of the Obligations Obligations; and (b) the Revolving Loan Commitment Termination Date has occurred, then, ; then at such Guarantor’s Borrower's request, the Lender Agent, (on behalf of the Lenders) 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 Revolving Loan Commitment 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, Liquidation proceeding or otherwise) to recover any amounts in the respect of payments made under this Guarantee any Loan Document to the any Lender.

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

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

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