Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights against the Company arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the Guarantor to the Company; and the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx for or otherwise attempt to collect any such indebtedness of the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any Guarantor as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no The Guarantor shall not exercise any rights against the Company Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Agent, the Banks or their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Customer in respect of any liability of the Guarantor to the CompanyCustomer; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorAgent, the Banks or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Company Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, provided that so long as no default in the payment or performance of the Obligations has occurred and is continuing, or no demand for payment of any of the Obligations has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Customer to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding not withstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Banks and the Agent and be paid over to the Investor Agent on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no (a) No Guarantor shall exercise any rights against the Company arising as a result of payment by the Guarantor hereunder, which it may acquire by way of subrogation hereunder, by any payment made by it hereunder or otherwise, and will not prove any claim in competition with the Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability until such date on which all of the Guarantor to the Company; Obligations and the Guarantor waives any benefit of other obligations then due and any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligationspayable, arising under this Guaranty including, without limitation, the Guarantor will not demandobligations arising under Section 4 hereof, sxx for or otherwise attempt to collect shall have been satisfied in full. If any such indebtedness of the Company amount shall be paid to any Guarantor until on account of such subrogation rights at any time when all of the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding such amount shall be held in trust for the foregoing sentencebenefit of the Bank, any Guarantor shall collect, enforce or receive any amounts in respect be segregated from the other funds of such indebtedness, such amounts Guarantor and shall be collected, enforced and received by any Guarantor as trustee for the Investor and forthwith be paid over to the Investor on account Bank to be applied in whole or in part by the Bank against the Obligations and all such other obligations then due and payable, whether matured or unmatured. If (i) the Guarantors shall make payment to the Bank of all or any portion of the Obligations and/or such other obligations then due and payable and (ii) all of the Obligations and all such other obligations then due and payable shall be paid in full, the Bank shall, at the request of the Guarantors, execute and deliver to the Guarantors (without affecting in any manner recourse, representation or warranty) appropriate documents necessary to evidence the liability of transfer by subrogation to any Guarantor of an interest in the Obligations resulting from such payment by such Guarantor, such subrogation to be fully subject and subordinate, however, to the collection by the Bank of all amounts due to the Bank by the Borrower under the Loan Documents and any other provisions guaranties or indemnities executed in connection with the Notes and any Letter of this GuarantyCredit, if issued.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Obligations, the Company to the Investor, no Guarantor shall not exercise any rights against the Company Borrower arising as a result of payment by the any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor any Secured Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the Guarantor to the CompanyBorrower; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the Investorany Secured Party. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the Guarantor expiration of any applicable cure period, it will not demand, sxx for or otherwise attempt to collect after such time any such indebtedness of the Company Borrower to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Secured Parties and be paid over to the Investor Secured Parties on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Obligations, the Company to the Investor, no Guarantor shall not exercise any rights against the Company Borrower arising as a result of payment by the any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor any Secured Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the Guarantor to the CompanyBorrower; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the Investorany Secured Party. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the Guarantor expiration of any applicable cure period, it will not demand, sxx xxx for or otherwise attempt to collect after such time any such indebtedness of the Company Borrower to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Secured Parties and be paid over to the Investor Secured Parties on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full in cash of all Obligations and any and all obligations of Obligations, the Company to the Investor, no Guarantor shall not exercise any rights against the Company any Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Administrative Agent and/or the Lenders or any of their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company any Borrower in respect of any liability of the Guarantor to the Companyany Guarantor; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorAdministrative Agent, any Lender or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Company Borrowers now or hereafter held by the Guarantor Guarantors is hereby subordinated to the prior payment in full in cash of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor it will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Borrowers to any the Guarantor until the Obligations shall have been paid in fullfull in cash. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Administrative Agent and the Lenders and be paid over to the Investor Administrative Agent on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guarantythe guaranty contained herein.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights against the Company arising as a result of payment by the each Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the each Guarantor to the Company; and the each Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the each Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the each Guarantor will not demand, sxx for or otherwise attempt to collect any such indebtedness of the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any Guarantor as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Debtor to the InvestorYA II, no each Guarantor shall not exercise any rights against the Company Debtor arising as a result of payment by the each Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor YA II in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the each Guarantor will not claim any set-off or counterclaim against the Company Debtor in respect of any liability of the each Guarantor to the CompanyDebtor; and the each Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorYA II. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the each Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Debtor to any each Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any each Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any each Guarantor as trustee for the Investor YA II and be paid over to the Investor YA II on account of the Obligations without affecting in any manner the liability of any each Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Obligations, the Company to the Investor, no Guarantor shall not exercise any rights against the Company arising as a result of payment by the any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor any Guaranteed Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the Guarantor to the Company; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the Investorany Guaranteed Party. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the Guarantor expiration of any applicable cure period, it will not demand, sxx for or otherwise attempt to collect after such time any such indebtedness of the Company to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Guaranteed Parties and be paid over to the Investor Guaranteed Parties on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Customer to any affiliate of the InvestorAgent or any Bank, no the Guarantor shall not exercise any rights against the Company Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Agent or any Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; until the payment and performance of all of the Obligations and any and all Obligations of the Customer to any affiliate of the Agent or any Bank, the Guarantor will not claim any set-off or counterclaim against the Company Customer in respect of any liability of the Guarantor to the CompanyCustomer; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorAgent or any Bank or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Company Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Customer to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Agent and the Banks and be paid over to the Investor Agent on behalf of the Banks on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment The Guarantor shall not exercise any rights and performance in full of all Obligations and hereby waives any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights claims against the Company Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the Guarantor to the CompanyBorrower; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorLender or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the Guarantor is hereby waived and postponed and subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the ObligationsObligations by the Borrower, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Borrower to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Lender and be paid over to the Investor Lender on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this GuarantyGuarantee.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Guaranteed Obligations, the Company to the Investor, no Guarantor shall not exercise any rights against the Company arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, (the Investor having no duty or obligation to take any action at any time to protect or preserve any right of subrogation) and will not prove any claim in competition with the Investor or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the Guarantor to the Company; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Guaranteed Obligations, after the Guarantor expiration of any applicable grace period, if any, it will not demand, sxx xxx for or otherwise attempt to collect after such time any such indebtedness of the Company to any the Guarantor until the Guaranteed Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor and be paid over to the Investor on account of the Guaranteed Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights against the Company arising as a result of payment by the each Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the each Guarantor to the Company; and the each Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the each Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the each Guarantor will not demand, sxx for for, or otherwise attempt to collect any such indebtedness of the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce enforce, or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced enforced, and received by any Guarantor as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Obligations, the Company to the Investor, no Guarantor shall not exercise any rights against the Company Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Bank or its Affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Customer in respect of any liability of the Guarantor to the CompanyCustomer; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorBank or any such Affiliate. The payment of any amounts due with respect to any indebtedness of the Company Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of any Obligations, provided that so long as no default in the Obligationspayment or performance of any Obligations has occurred and is continuing, or no demand for payment of any of the Obligations has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any default in the payment or performance of the any Obligations, the Guarantor will not demand, sxx sue for or otherwise attempt to collect any such indebtedness of txx Customer to the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Bank and be paid over to the Investor Bank on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the InvestorObligations, no Guarantor shall exercise any rights against the Company Borrower arising as a result of payment by the any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Secured Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the no Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the any Guarantor to the CompanyBorrower; and the each Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorSecured Party or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the any Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the Guarantor expiration of any applicable cure period, it will not demand, sxx xxx for or otherwise attempt to collect after such time any such indebtedness of the Company Borrower to any such Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any such Guarantor as trustee for the Investor Secured Party and be paid over to the Investor Secured Party on account of the Obligations without affecting in any manner (other than by reducing the outstanding amount of the Obligations) the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Obligations, the Company to the Investor, no Guarantor Guarantors shall not exercise any rights against the Company Issuer arising as a result of payment by the Guarantor Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Purchasers in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Company Issuer in respect of any liability of the Guarantor Guarantors to the CompanyIssuer; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral that may be held by the InvestorPurchasers. The payment of any amounts due with respect to any indebtedness of the Company Issuer now or hereafter held by the Guarantor Guarantors is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees Guarantors agree that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor Guarantors will not demand, sxx sue for or otherwise attempt to collect any such indebtedness of the Company Issuer to any Guarantor the Guarantors until the Obligations shall have been paid or performed in full. If, notwithstanding the foregoing sentence, any Guarantor the Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any Guarantor the Guarantors as trustee for the Investor Purchasers and be paid over to the Investor Purchasers on account of the Obligations without affecting in any manner the liability of any Guarantor the Guarantors under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights against the Company arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect of (a) Notwithstanding any payment or payments made by Guarantor hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect application of funds of Guarantor by Buyer, Guarantor shall not be entitled to be subrogated to any liability of the Guarantor to the Company; and the Guarantor waives rights of Buyer against Seller or any benefit of and any right to participate in other guarantor or any collateral that may be security or guarantee or right of offset held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in Buyer for the payment or performance of the Obligations, the nor shall Guarantor will not demandseek or be entitled to seek any contribution or reimbursement from Seller or any other guarantor in respect of payments made by Guarantor hereunder, sxx for or otherwise attempt until all amounts owing to collect any such indebtedness Buyer by Seller on account of the Company Obligations are paid in full and the Repurchase Agreement is terminated. If any amount shall be paid to Guarantor on account of such subrogation rights at any Guarantor until time when all of the Obligations shall not have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collectedheld by Guarantor for the benefit of Buyer, enforced segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over to Buyer in the exact form received by any Guarantor (duly indorsed by Guarantor to Buyer, if required), to be applied against the Obligations, whether matured or unmatured, in such order as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this GuarantyBuyer may determine.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Customer to any affiliate of the InvestorBank, no the Guarantor shall not exercise any rights against the Company Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; until the payment and performance of all of the Obligations and any and all Obligations of the Customer to any affiliate of the Bank, the Guarantor will not claim any set-off or counterclaim against the Company Customer in respect of any liability of the Guarantor to the CompanyCustomer; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorBank or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Company Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Customer to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Bank and be paid over to the Investor Bank on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights against the Company arising as a result of payment by the each Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the each Guarantor to the Company; and the each Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the each Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the each Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any Guarantor as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the InvestorObligations, no Guarantor shall exercise any rights against the Company Borrower arising as a result of payment by the any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the no Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the any Guarantor to the CompanyBorrower; and the each Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorLender or any such affiliate. The payment During the continuance of an Event of Default, all payments of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the any Guarantor is hereby shall be subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after during the occurrence continuance of any default in the payment or performance an Event of the ObligationsDefault, the Guarantor it will not demand, sxx sue for or otherwise attempt to collect any such indebtedness of the Company Borrower to any such Guarantor until the Obligations shall have been paid in fullfull or until the applicable Event of Default has been satisfied or cured in Lxxxxx's sole determination. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtednessindebtedness in violation of the foregoing sentence, such amounts shall be collected, enforced and received by any such Guarantor as trustee for the Investor Lender and be paid over to the Investor Lender on account of the Obligations without affecting in any manner (other than by reducing the outstanding amount of the Obligations) the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Debtor to the InvestorCreditors, no (a) Guarantor shall not exercise any rights against the Company Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Creditors in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the (b) Guarantor will not claim any set-off or counterclaim against the Company Debtor in respect of any liability of the Guarantor to the CompanyDebtor; and the (c) Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorCreditors. The payment of any amounts due with respect to any indebtedness of the Company Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx for sux xor or otherwise attempt to collect any such indebtedness of the Company Debtor to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any Guarantor as trustee for the Investor Creditors and be paid over to the Investor Creditors on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations then due and any and all obligations of owing, the Company to the Investor, no Guarantor Guarantors shall not exercise any rights against the Company Debtor arising as a result of payment by the Guarantor Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Company Debtor in respect of any liability of the Guarantor Guarantors to the CompanyDebtor; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral that may be held by the InvestorCreditor. The payment of any amounts due with respect to any indebtedness of the Company Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the ObligationsObligations then due and owing. The Guarantor agrees that after the occurrence and during the continuance of any default in the payment or performance of the Obligations, the Guarantor Guarantors will not demand, sxx sue for or otherwise attempt to collect any such indebtedness of the Company Debtor to any Guarantor the Guarantors until the Obligations then due and owing shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor the Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Creditor and be paid over to the Investor Creditor on account of the Obligations without affecting in any manner the liability of any Guarantor the Guarantors under the other provisions of this Guaranty.

Subrogation; Subordination. Until the prior indefeasible payment and performance in full of all Obligations and any and all obligations of the Company to the InvestorObligations, no Guarantor shall not exercise any rights against the Company Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Lenders in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the , Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the Guarantor to the Company; Borrower, and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorLenders. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx for or otherwise attempt to collect any such indebtedness of the Company Borrower to any Guarantor until the Obligations shall have been indefeasibly paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any Guarantor as trustee for the Investor Lenders and be paid over to the Investor Lenders on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no The Guarantor shall not exercise any rights against the Company Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the Guarantor to the CompanyBorrower; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorBank or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Borrower to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Bank and be paid over to the Investor Bank on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Debtor to the InvestorCreditor, no Guarantor the Guarantors shall not exercise any rights against the Company Debtor arising as a result of payment by the Guarantor Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Company Debtor in respect of any liability of the Guarantor Guarantors to the CompanyDebtor; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral that may be held by the InvestorCreditor. The payment of any amounts due with respect to any indebtedness of the Company Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor Guarantors will not demand, sxx sue for or otherwise attempt to collect any such indebtedness of the Company Debtor to any Guarantor the Guarantors until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor the Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Creditor and be paid over to the Investor Creditor on account of the Obligations without affecting in any manner the liability of any Guarantor the Guarantors under the other provisions of this Guaranty.

Subrogation; Subordination. Until (a) Each Guarantor hereby agrees that until the payment and performance satisfaction in full in cash of all Guaranteed Obligations and any the expiration and all obligations termination of the Company to Commitments of the InvestorLenders under this Agreement, no Guarantor it shall waive any claim and shall not exercise any rights against the Company right or remedy arising as a result by reason of payment any performance by the Guarantor hereunderit of its guarantee in Section 4.01, whether by way of subrogation or otherwise, and will not prove against the Borrower or any claim in competition with the Investor in respect other guarantor of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the Guarantor to the Company; and the Guarantor waives Guaranteed Obligations or any benefit of and security for any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx for or otherwise attempt to collect any such indebtedness of the Company Any amount paid to any Guarantor until on account of any such subrogation rights prior to such payment, satisfaction, expiration and termination shall be held in trust for the Obligations benefit of the Secured Parties and shall have been promptly be paid and turned over to the Administrative Agent in fullthe exact form received by such Guarantor (duly endorsed in favor of the Agent, if required), to be credited and applied against the Guaranteed Obligations, whether matured or unmatured. IfIn furtherance of the foregoing, notwithstanding the foregoing sentenceat all times prior to such payment, any satisfaction, expiration and termination, each Guarantor shall collectrefrain from taking any action or commencing any proceeding against any other Loan Party (or its successors or assigns, enforce whether in connection with a bankruptcy proceeding or receive otherwise) to recover any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any Guarantor as trustee for the Investor and be paid over payments made under this Article IV to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this GuarantyAdministrative Agent.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Guarantied Obligations, the Company to the Investor, no Guarantor shall not exercise any rights against the Company Issuer arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, otherwise (the Investor having no duty or obligation to take any action at any time to protect or preserve any right of subrogation) and will not prove any claim in competition with the Investor or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Issuer in respect of any liability of the Guarantor to the CompanyIssuer; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company Issuer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Guarantied Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Guarantied Obligations, after the Guarantor expiration of any applicable grace period, if any, it will not demand, sxx xxx for or otherwise attempt to collect after such time any such indebtedness of the Company Issuer to any the Guarantor until the Guarantied Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor and be paid over to the Investor on account of the Guarantied Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Borrower to the InvestorAgent and/or the Lenders and/or any affiliate of the Agent and/or any Lender, no the Guarantor shall not exercise any rights against the Company Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Agent, the Lenders and/or their affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the Guarantor to the CompanyBorrower; and the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorAgent, the Lenders and/or their affiliates. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Borrower to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Agent and the Lenders and be paid over to the Investor Agent and the Lenders on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights against the Company arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect of (a) Notwithstanding any payment or payments made by Guarantor hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect application of funds of Guarantor by Lender, Guarantor shall not be entitled to be subrogated to any liability of the Guarantor to the Company; and the Guarantor waives rights of Lender against Borrower or any benefit of and any right to participate in other guarantor or any collateral that may be security or guarantee or right of offset held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in Lender for the payment or performance of the Obligations, the nor shall Guarantor will not demandseek or be entitled to seek any contribution or reimbursement from Borrower or any other guarantor in respect of payments made by Guarantor hereunder, sxx for or otherwise attempt until all amounts owing to collect any such indebtedness Lender by Borrower on account of the Company Obligations are paid in full and the Loan Agreement is terminated. If any amount shall be paid to Guarantor on account of such subrogation rights at any Guarantor until time when all of the Obligations shall not have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collectedheld by Guarantor for the benefit of Lender, enforced segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over to Lender in the exact form received by any Guarantor (duly indorsed by Guarantor to Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this GuarantyLender may determine.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the InvestorObligations, no Guarantor shall exercise any rights against the Company Borrower arising as a result of payment by the any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor any Secured Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the no Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of the any Guarantor to the CompanyBorrower; and the each Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the Investorany Secured Party. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by the any Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the Guarantor expiration of any applicable cure period, it will not demand, sxx xxx for or otherwise attempt to collect after such time any such indebtedness of the Company Borrower to any such Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, . such amounts shall be collected, enforced and received by any such Guarantor as trustee for the Investor Secured Parties and be paid over to the Investor Secured Parties on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Debtor to Creditor, the Investor, no Guarantor shall not exercise any rights against the Company Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Debtor in respect of any liability of the Guarantor to the CompanyDebtor; and the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorCreditor. The payment of any amounts due with respect to any indebtedness of the Company Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Debtor to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor Creditor and be paid over to the Investor Creditor on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the Investor, no Guarantor shall exercise any rights against the Company arising as a result of payment by the each Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the each Guarantor to the Company; and the each Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the each Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the each Guarantor will not demand, sxx for for, or otherwise attempt to collect any such indebtedness of the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce enforce, or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced enforced, and received by any Guarantor as trustee for the Investor and be paid over to the Investor on account of the Obligations without affecting in any manner the liability of any Guarantor under the other provisions of this August 2021 Second Amended Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Debtor to the InvestorCreditors, no the Guarantor shall not exercise any rights against the Company Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Creditors in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company Debtor in respect of any liability of the Guarantor to the CompanyDebtor; and the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorCreditors. The payment of any amounts due with respect to any indebtedness of the Company Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Debtor to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor the Creditors and be paid over to the Investor Creditors on account of the Obligations without affecting in any manner the liability of any the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until Each Guarantor hereby agrees that until the indefeasible payment and performance satisfaction in full in cash of all Obligations and any and all obligations of the Company to the Investor, no Guarantor it shall not exercise any rights against the Company right or remedy arising as a result by reason of payment any performance by the Guarantor hereunderit of its guarantee in Section 10.4, whether by way of subrogation or otherwise, and will not prove against Lessee or any claim in competition with the Investor in respect other Guarantor of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the Guarantor to Obligations or any security for any of the Company; and the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorObligations. The payment of any amounts due with respect to any indebtedness Indebtedness of the Company Lessee or any other Guarantor now or hereafter held owing to any Guarantor by reason of any payment by such Guarantor under the Guarantor Guarantee in this Section 10.4 is hereby subordinated to the prior indefeasible payment in full in cash of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor it will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness Indebtedness of the Company Lessee to any such Guarantor until the Obligations shall have been indefeasibly paid in fullfull in cash. If, notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in full in cash of the Obligations collect, enforce or receive any amounts in respect of such indebtednessIndebtedness, such amounts shall be collected, enforced and received by any such Guarantor as trustee for the Investor Lessor and Affiliates thereof and be paid over to the Investor Lessor on account of the Obligations without affecting in any manner the liability of any such Guarantor under the other provisions of this Guarantythe guarantee contained herein.

Subrogation; Subordination. Until Each Guarantor agrees that until the indefeasible payment and performance satisfaction in full in cash of all Obligations and any and all obligations of the Company to the Investor, no Guarantor it shall not exercise any rights against the Company right or remedy arising as a result by reason of payment any performance by the Guarantor hereunderit of its guarantee in Section 11.01, whether by way of subrogation or otherwise, and will not prove any claim in competition with the Investor in respect against Borrower of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of the Guarantor to Obligations or any security for any of the Company; and the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorObligations. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held owing to any Guarantor by reason of any payment by such Guarantor under the Guarantor guarantee in this Article XI is hereby subordinated to the prior indefeasible payment in full in cash of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor it will not demand, sxx xxx for or otherwise attempt to collect any such indebtedness of the Company Borrower to any such Guarantor until the Obligations shall have been indefeasibly paid in fullfull in cash. If, notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in full in cash of the Obligations collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any such Guarantor as trustee for the Investor Credit Parties and be paid over to the Investor Administrative Agent on account of the Obligations without affecting in any manner the liability of any such Guarantor under the other provisions of this Guarantythe guarantee contained herein.

Subrogation; Subordination. Until Each Guarantor hereby agrees that until the payment and performance satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnity obligations not then due and any payable) and all obligations the expiration or termination of the Company to Revolving Loan Commitments of the Investor, no Guarantor Lenders under this Agreement it shall waive any claim and shall not exercise any rights against the Company right or remedy, direct or indirect, arising as a result by reason of payment any performance by the Guarantor hereunderit of its guaranty in Section 15.01, whether by way of subrogation or otherwise, and will not prove against any claim in competition with the Investor in respect Borrower of any payment hereunder in bankruptcy of 196 the Guaranteed Obligations or insolvency proceedings of any nature; the Guarantor will not claim security for any set-off or counterclaim against the Company in respect of any liability of the Guaranteed Obligations. Any Indebtedness of a Guarantor to the Company; and the Guarantor waives any benefit other Credit Party shall be subordinated in right of and any right to participate in any collateral that may be held by the Investor. The payment of any amounts due with respect to any indebtedness of the Company now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full in cash of the Obligations. The Guarantor agrees that after the occurrence of Guaranteed Obligations and any default in the payment or performance of the Obligations, the Guarantor will not demand, sxx for or otherwise attempt to collect any such indebtedness of the Company to any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall collect, enforce or receive any amounts in respect proceeds of such indebtedness, such amounts shall be collected, enforced and Indebtedness collected or received by any Guarantor as trustee for Credit Party during the Investor and continuance of an Event of Default shall, at the request of the Administrative Agent, be paid over to the Investor on account Administrative Agent for application against the Guaranteed Obligations; provided, that upon the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnity obligations not then due and payable) and the expiration or termination of the Obligations Revolving Loan Commitments of the Lenders under this Agreement, without affecting in any manner further action by any Person, the liability respective Credit Party shall be automatically subrogated to the rights of the Administrative Agent and the Lenders to the extent of any Guarantor under the other provisions of this Guarantypayment hereunder.