Common use of Indemnification; Payments; Certain Waivers Clause in Contracts

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular order, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default and without presentment to Borrowers, demand for payment or protest, or notice of non-payment or protest and (iii) expressly waives and relinquishes all rights and remedies accorded by applicable Law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent may now or hereafter have against Borrowers or any other Person or in any collateral which the Banks or Administrative Agent now have or hereafter may acquire for the obligations guaranteed hereby and (z) to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrowers, Guarantors, or any other Person now or hereafter primarily or secondarily liable for any of Borrowers’ obligations to the Banks, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ execution, delivery or performance of this Guaranty.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) unconditionally and irrevocably waives any right or claim of right to cause a marshalling marshaling of any BorrowerSeller’s or any other Person’s 's assets or to cause the Banks or Administrative Agent Purchaser to proceed against all or any portion of any of the security for the Loan or for the Seller Parties’ obligations guaranteed hereby or against any other guarantor or other individual or entity who may be liable for all or any part of the obligations hereby guaranteed before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan Guarantor, if more than one, in any particular order, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand pursuant to a notice from Purchaser to Guarantor given in accordance with the terms of the Notes and this Agreement immediately upon the happening of any Event of Default and without presentment to BorrowersSeller, demand for payment or protest, or notice of non-payment or protest and (iii) expressly waives postpones and relinquishes subordinates to Purchaser’s rights, for so long as any obligation of any of the Seller Parties hereunder remains unsatisfied and for so long as the Master Agreement remains in effect, all rights and remedies accorded by applicable Law law to guarantorsGuarantor. Without limiting the generality of the foregoing, until such time Guarantor hereby postpones and subordinates, for so long as all sums owing to the Banks and Administrative Agent in respect any obligations of any of the Loan have been repaid Seller Parties hereunder remains unsatisfied and for so long as the Master Agreement remains in fulleffect, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Purchaser may now or hereafter have against Borrowers or any other Person or in any collateral which the Banks or Administrative Agent now have or hereafter may acquire for the obligations guaranteed hereby Seller and (z) to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrowers, Guarantors, or any other Person now or hereafter primarily or secondarily liable for any of Borrowers’ Seller Parties' obligations hereunder to the BanksPurchaser, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor's execution, delivery or performance of this GuarantyAgreement.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on written demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default Paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent Lender now have has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, Guarantorsany Guarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower’s obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other Guarantor that Guarantor may have (the “Undersigned’s Rights”); provided however that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loan shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loan.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s Borrower 's assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default paragraph 2 hereof and without presentment to BorrowersBorrower , demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower , GuarantorsGuarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower' obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor's execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other guarantor that Guarantor may have (the "Undersigned's Rights"); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned's Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned's Rights including, without limitation, any claim that the Undersigned's Rights were abrogated by any of Lender' acts, and (ii) until the Loan shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned's Rights to Lender's rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned's Rights to any collateral securing the Loan.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each The Guarantor (i) waives any right or claim of right to cause a marshalling of any the Borrower’s or and/or any other PersonOther Guarantor’s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such the Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default Paragraph 2 hereof and without presentment to Borrowersthe Borrower and/or any Other Guarantor, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or the Borrower and/or any other Person Other Guarantor or in any collateral which that the Banks or Administrative Agent now have Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrowersthe Borrower, Guarantorsany Other Guarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ the Borrower’s obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ the Guarantor’s execution, delivery or performance of this Guaranty. The Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against the Borrower or any Other Guarantor that the Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever that may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of the Lender’ acts, and (ii) until the Loan shall have been paid in full, the Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to the Lender’s rights against the Guarantor under this Guaranty or against the Borrower and/or any Other Guarantor under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Note.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other PersonBorrowers ’s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default paragraph 2 hereof and without presentment to Borrowers, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person or in any collateral which the Banks or Administrative Agent now have Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrowers, Guarantorsany Guarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrowers or any other Guarantor that Guarantor may have (the “Undersigned’s Rights”); provided however that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loan shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrowers under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loan.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, Guarantorsany Guarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower’s obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other Guarantor that Guarantor may have (the “Undersigned’s Rights”); provided however that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loan shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loan.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent or any Lender to proceed against any of the security for the Loan Advances or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent or any Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have or any Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, GuarantorsGuarantor, or any other Person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower’s obligations to the BanksAdministrative Agent and Lenders, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other guarantor that Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Administrative Agent’s or any Lender’s acts, and (ii) until the Advances shall have been fully and finally paid and satisfied and Lenders shall have no further commitment or other obligation to make Advances or other financial accommodations to Borrower and the Credit Agreement and all other Facility Documents shall have been terminated and shall be of no further force and effect, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Administrative Agent and Lenders’ rights against Guarantor under this Guaranty or against Borrower under any of the Facility Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Advances.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, GuarantorsGuarantor, or any other Person person now or hereafter primarily or secondarily liable for any of BorrowersBorrower’ obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other guarantor that Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loan shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loan.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent Bank to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default Paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Bank may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent Bank now have has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, Guarantorsany Guarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower’s obligations to the BanksBank, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Each Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other Guarantor that such Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Bank’s acts unless such acts constitute gross negligence or willful misconduct of the Bank, and (ii) until the Loan shall have been paid in full, each Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Bank’s rights against each Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loan.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan Loans or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, GuarantorsGuarantor, or any other Person now or hereafter primarily or secondarily liable for any of BorrowersBorrower’ obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other guarantor that Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loans shall have been fully and finally paid and satisfied and Lender shall have no further commitment or other obligation to make Loans or other financial accommodations to Borrower and the Loan Agreement and all other Loan Documents shall have been terminated and shall be of no further force and effect, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loans.

Indemnification; Payments; Certain Waivers. Guarantors Guarantor shall indemnify Administrative Agent and the Banks Lenders against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors Borrower of any defense to its obligations hereunder under any of the Credit Documents or the assertion by the guarantor(s) under any Other Guaranty Guarantor of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdictionhereunder. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s 's or any other Person’s 's assets or to cause the Banks or Administrative Agent or Lenders to proceed against all or any portion of the Collateral or against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan Guarantor, if more than one, in any particular order, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes Note, Security Instrument and the Agreement immediately upon the happening of any Event of Default default thereunder and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest and (iii) expressly waives and relinquishes all rights rights, remedies and remedies defenses now or hereafter accorded by applicable Law to guarantorsguarantors or sureties. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks Lenders or Administrative Agent may now or hereafter have against Borrowers Borrower or in all or any other Person or in any collateral which portion of the Banks or Administrative Agent now have or hereafter may acquire for the obligations guaranteed hereby Collateral and (z) to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, GuarantorsGuarantor, or any other Person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower's obligations to the BanksLenders, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor's execution, delivery or performance of this Guaranty.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan Loan, or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default Paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks Lender, or Administrative Agent any of its affiliates may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have that Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, Guarantorsany Guarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower’s obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other guarantor that Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever that may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loan shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loan.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s Borrower ‘s assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan Loans or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have Lender has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, GuarantorsGuarantor, or any other Person now or hereafter primarily or secondarily liable for any of BorrowersBorrower’ obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other guarantor that Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loans shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loans.

Indemnification; Payments; Certain Waivers. Guarantors Guarantor shall indemnify Administrative Agent and the Banks Lender against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors Guarantor of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, than a successful defense as determined in by an unappealable judgment of a court of competent jurisdiction). Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s 's assets or to cause the Banks or Administrative Agent Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan Guarantor, if more than one, in any particular order, (iiii)(A) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement hereof immediately upon the happening of any Event of Default beyond any applicable notice and without presentment cure periods or the Completion Guaranty Trigger and (B) agrees that the commencement of performance of the obligations required to Borrowers, be performed by Guarantor hereunder shall become due on demand for payment or protest, or notice in accordance with the terms hereof immediately upon the happening of non-payment or protest the Completion Guaranty Trigger and (iii) expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Lender may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent Lender now have has or hereafter may acquire for the obligations guaranteed hereby and (z) to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersBorrower, GuarantorsGuarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower's obligations to the BanksLender, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor's execution, delivery or performance of this Guaranty. If any amount shall nevertheless be paid to a Guarantor by Borrower prior to payment in full of all amounts owed to Lender under the Loan Documents, such amount shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied to all such owed amounts, whether matured or unmatured. Notwithstanding the provisions of the third sentence of this paragraph 5, Guarantor shall have and be entitled to (1) all rights of subrogation otherwise provided by applicable law in respect of any payment it may make or be obligated to make under this Guaranty and (2) all claims it would have against Borrower in the absence of the provisions of said sentence and to assert and enforce same, in each case on and after, but at no time prior to, the date (the "Subrogation Trigger Date") which is ninety-one (91) days after the date on which all sums owed to Lender under the Loan Documents have been paid in full, if and only if (x) no Event of Default of the type described in clauses (f) or (g) of Section 22 of the Mortgage with respect to Borrower has existed at any time on and after the date of this Guaranty to and including the Subrogation Trigger Date and (y) the existence of Guarantor's rights under this sentence would not make such Guarantor a "creditor" (as defined in Section 101 of the United States Bankruptcy Code) of Borrower in any insolvency, bankruptcy, reorganization or similar proceeding commenced on or prior to the Subrogation Trigger Date. The foregoing provisions shall survive the termination of this Guaranty, and any satisfaction and discharge of Borrower by virtue of any payment, court order or any applicable law.

Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent Bank to proceed against any of the security for the Loan Bonds or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular orderGuarantor, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default Paragraph 2 hereof and without presentment to BorrowersBorrower, demand for payment or protest, or notice of non-payment or protest protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable Law law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent Bank may now or hereafter have against Borrowers or any other Person Borrower or in any collateral which the Banks or Administrative Agent now have that Bank has or hereafter may acquire for the obligations guaranteed hereby and (zy) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from BorrowersLeasehold Owner, Guarantorsany Guarantor, or any other Person person now or hereafter primarily or secondarily liable for any of Borrowers’ Borrower’s obligations to the BanksBank, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Leasehold Owner or any other Guarantor that Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever that may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Bank’s acts unless such acts constitute gross negligence or willful misconduct of the Bank, and (ii) until the Bonds shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Bank’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Bonds.