Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. (a) No Guarantor shall exercise any rights which it may acquire by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all of the Obligations and other obligations then due and payable, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid to any Guarantor 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, such amount shall be held in trust for the benefit of the Bank, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to the 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter of Credit, if issued.

Subrogation; Subordination. (a) No 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 which it may acquire against the Company arising as a result of payment by each Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all 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; each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of each Guarantor to the Company; and 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 Obligations and other obligations then due and payableCompany now or hereafter held by each Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, arising under this Guaranty includingeach Guarantor will not demand, without limitation, sxx for or otherwise attempt to collect any such indebtedness of the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid Company to any Guarantor on account of such subrogation rights at any time when all of until the Obligations and all such other obligations then due and payable 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 amount amounts shall be held in trust collected, enforced and received by any Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Investor and shall forthwith be paid over to the 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 Investor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights which it may acquire against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with 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 Borrower in respect of any liability of the Obligations Guarantor to the Borrower; and other obligations then the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Secured Party. The payment of any amounts due and payable, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid with respect to any Guarantor on account of such subrogation rights at any time when all indebtedness of the 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 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 Borrower to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Secured Parties and shall forthwith be paid over to the 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 Secured Parties on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No The Guarantor shall not exercise any rights which it may acquire against the Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until and will not prove any claim in competition with the 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 Customer in respect of any liability of the Guarantor to the Customer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Agent, the Banks or any such date on which all affiliate. The payment of any amounts due with respect to any indebtedness of the 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 other obligations then due and payableis continuing, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If or no demand for payment of any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations has been made that remains unsatisfied, the Customer may make, and all 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 obligations then due and payable 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, xxx for or otherwise attempt to collect any such indebtedness of the Customer to the Guarantor until the Obligations shall have been paid in full. If, not withstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of Banks and the Bank, shall be segregated from the other funds of such Guarantor Agent and shall forthwith be paid over to the 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 Agent on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights which it may acquire against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with 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 Borrower in respect of any liability of the Obligations Guarantor to the Borrower; and other obligations then the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Secured Party. The payment of any amounts due and payable, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid with respect to any Guarantor on account of such subrogation rights at any time when all indebtedness of the 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 expiration of any applicable cure period, it will not demand, xxx for or otherwise attempt to collect after such time any such indebtedness of the Borrower to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Secured Parties and shall forthwith be paid over to the 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 Secured Parties on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No 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 which it may acquire against the Company arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all 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 Obligations Guarantor to the Company; and other obligations then 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 and payable, arising under this Guaranty including, without limitationwith 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 obligations arising under Section 4 hereofGuarantor will not demand, shall have been satisfied in full. If sxx for or otherwise attempt to collect any amount shall be paid such indebtedness of the Company to any Guarantor on account of such subrogation rights at any time when all of until the Obligations and all such other obligations then due and payable 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 amount amounts shall be held in trust collected, enforced and received by any Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Investor and shall forthwith be paid over to the 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 Investor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of the Obligations, the Guarantor shall not exercise any subrogation or similar rights which it may acquire against the Issuer arising as a result of payment by way of subrogation the Guarantor hereunder, by and will not assert any claim in competition with the Holder in respect of any payment made by it hereunder in bankruptcy or otherwise, until such date on which all insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Issuer in respect of any liability of the Obligations Guarantor to the Issuer; and other obligations then the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Holder. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the 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 Event of Default that is continuing, the obligations arising under Section 4 hereofGuarantor will not demand, shall have been satisfied in full. If sue for or otherwise attempt to collect any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Issuer to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held collected, enforced and received by the Guarantor in trust for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Holder and shall forthwith be paid over to the Bank Holder to be applied in whole or in part by the Bank against to the Obligations and all such other obligations then due and payable, whether matured or unmatured. If (i) in accordance with the Guarantors shall make payment to the Bank of all or any portion terms 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter of Credit, if issuedNote Purchase Agreement.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations, no Guarantor shall exercise any rights which it may acquire against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until and will not prove any claim in competition with the Secured Party or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Guarantor will claim any set-off or counterclaim against the Borrower in respect of any liability of any Guarantor to the Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Secured Party or any such date on which all affiliate. The payment of any amounts due with respect to any indebtedness of the Obligations and other obligations then due and payable, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid to Borrower now or hereafter held by any Guarantor on account of such subrogation rights at any time when all is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it will not demand, xxx for or otherwise attempt to collect after such time any such indebtedness of the Borrower to such Guarantor until the Obligations and all such other obligations then due and payable 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 amount amounts shall be held in trust collected, enforced and received by such Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Secured Party and shall forthwith be paid over to the 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 Secured Party on account of the Obligations and/or such without affecting in any manner (other obligations then due and payable and (ii) all than by reducing the outstanding amount of the Obligations and all such other obligations then due and payable shall be paid in full, Obligations) the Bank shall, at the request liability of the Guarantors, execute and deliver to the Guarantors (without recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Guarantor Until the payment in full of all Obligations then due and owing, the Guarantors shall not exercise any rights which it may acquire against the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Debtor in respect of any liability of the Guarantors to the Debtor; and the Guarantors waive any benefit of and any right to participate in any collateral that may be held by the Creditor. The payment of any amounts due with respect to any indebtedness of the Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations and other obligations then due and payable, arising under this Guaranty including, without limitationowing. The Guarantor agrees that after the occurrence and during the continuance of any default in the payment of the Obligations, the obligations arising under Section 4 hereofGuarantors will not demand, shall have been satisfied in full. If sue for or otherwise attempt to collect any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Debtor to the Guarantors until the Obligations and all such other obligations then due and payable owing shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Creditor and shall forthwith be paid over to the 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 Creditor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No The Guarantor shall not exercise any rights which it may acquire and hereby waives any and all claims against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until and will not prove any claim in competition with the 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 Borrower in respect of any liability of the Guarantor to the Borrower; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Lender or any such date on which all affiliate. The payment of any amounts due with respect to any indebtedness of the 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 Obligations and other obligations then due and payable, arising under this Guaranty including, without limitationby the Borrower, the obligations arising under Section 4 hereofGuarantor will not demand, shall have been satisfied in full. If xxx for or otherwise attempt to collect any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Borrower to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Lender and shall forthwith be paid over to the 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 Lender on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guarantee.

Subrogation; Subordination. (a) No The Guarantor shall not exercise any rights which it may acquire against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in 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 Borrower in respect of any liability of the Obligations Guarantor to the Borrower; and other obligations then the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Bank or any such affiliate. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the 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 obligations arising under Section 4 hereofGuarantor will not demand, shall have been satisfied in full. If xxx for or otherwise attempt to collect any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Borrower to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Bank and shall forthwith be paid over to the 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 on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations and any and all obligations of the Debtor to the Creditors, the Guarantor shall not exercise any rights which it may acquire against the Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the 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 Debtor in respect of any liability of the Obligations Guarantor to the Debtor; and other obligations then the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Creditors. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the 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 obligations arising under Section 4 hereofGuarantor will not demand, shall have been satisfied in full. If xxx for or otherwise attempt to collect any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Debtor to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Creditors and shall forthwith be paid over to the 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 Creditors on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations and any and all obligations of the Customer to any affiliate of the Bank, the Guarantor shall not exercise any rights which it may acquire against the Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, and will not prove any claim in competition with the Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; until such date on which the payment and performance of all of the Obligations and other obligations then due any and payable, arising under this Guaranty including, without limitationall Obligations of the Customer to any affiliate of the Bank, the obligations arising under Section 4 hereof, shall have been satisfied Guarantor will not claim any set-off or counterclaim against the Customer in fullrespect of any liability of the Guarantor to the Customer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Bank or any such affiliate. If The payment of any amount shall be paid amounts due with respect to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that the Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Customer to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Bank and shall forthwith be paid over to the 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 on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Guarantor Until the payment and performance in full of all Obligations, the Guarantors shall not exercise any rights which it may acquire against the Issuer arising as a result of payment by the Guarantors hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the Purchasers in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Issuer in respect of any liability of the Obligations Guarantors to the Issuer; and other obligations then the Guarantors waive any benefit of and any right to participate in any collateral that may be held by the Purchasers. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the Issuer now or hereafter held by the Guarantors is hereby subordinated to the prior payment in full of the Obligations. The Guarantors agree that after the occurrence of any default in the payment or performance of the Obligations, the obligations arising under Section 4 hereofGuarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Issuer to the Guarantors until the Obligations shall have been satisfied paid or performed in full. If If, notwithstanding the foregoing sentence, the Guarantors shall collect, enforce or receive any amount amounts in respect of such indebtedness, such amounts shall be paid to any Guarantor on account of such subrogation rights at any time when all of collected, enforced and received by the Obligations and all such other obligations then due and payable shall not have been paid in full, such amount shall be held in trust Guarantors as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Purchasers and shall forthwith be paid over to the 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 Purchasers on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations and any and all obligations of the Borrower to the Agent and/or the Lenders and/or any affiliate of the Agent and/or any Lender, the Guarantor shall not exercise any rights which it may acquire against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the 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 Borrower in respect of any liability of the Obligations Guarantor to the Borrower; and other obligations then due the Guarantor waives any benefit of and payable, arising under this Guaranty including, without limitationany right to participate in any collateral which may be held by the Agent, the obligations arising under Section 4 hereof, shall have been satisfied in fullLenders and/or their affiliates. If The payment of any amount shall be paid amounts due with respect to any Guarantor on account of such subrogation rights at any time when all indebtedness of the 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, xxx for or otherwise attempt to collect any such indebtedness of the Borrower to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of Agent and the Bank, shall be segregated from the other funds of such Guarantor Lenders and shall forthwith be paid over to the Bank to be applied in whole or in part by Agent and 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 Lenders on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Guarantor Until the payment and performance in full of all Obligations, the Guarantors shall not exercise any rights which it may acquire against the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Debtor in respect of any liability of the Obligations Guarantors to the Debtor; and other obligations then the Guarantors waive any benefit of and any right to participate in any collateral that may be held by the Creditor. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the Debtor now or hereafter held by the Guarantors is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the obligations arising under Section 4 hereofGuarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Debtor to the Guarantors until the Obligations shall have been satisfied paid or performed in full. If If, notwithstanding the foregoing sentence, the Guarantors shall collect, enforce or receive any amount amounts in respect of such indebtedness, such amounts shall be paid to any Guarantor on account of such subrogation rights at any time when all of collected, enforced and received by the Obligations and all such other obligations then due and payable shall not have been paid in full, such amount shall be held in trust Guarantors as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Creditor and shall forthwith be paid over to the 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 Creditor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Guarantor Until the payment and performance in full of all Obligations, the Guarantors shall not exercise any rights which it may acquire against the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the Creditors in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Debtor in respect of any liability of the Obligations Guarantors to the Debtor; and other obligations then the Guarantors waive any benefit of and any right to participate in any collateral that may be held by the Creditors. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the 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 obligations arising under Section 4 hereofGuarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Debtor to the Guarantors until the Obligations shall have been satisfied paid or performed in full. If If, notwithstanding the foregoing sentence, the Guarantors shall collect, enforce or receive any amount amounts in respect of such indebtedness, such amounts shall be paid to any collected, enforced and received by the Guarantor 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, such amount shall be held in trust as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Creditors and shall forthwith be paid over to the 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 Creditors on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Guarantor Until the payment and performance in full of all Obligations and any and all obligations of the Debtor to the Creditor, the Guarantors shall not exercise any rights which it may acquire against the Debtor arising as a result of payment by the Guarantors hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Debtor in respect of any liability of the Obligations Guarantors to the Debtor; and other obligations then the Guarantors waive any benefit of and any right to participate in any collateral that may be held by the Creditor. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the 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 obligations arising under Section 4 hereofGuarantors will not demand, shall have been satisfied in full. If sue for or otherwise attempt to collect any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Debtor to the Guarantors until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Creditor and shall forthwith be paid over to the 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 Creditor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of Debtor to Creditors, (a) No Guarantor shall not exercise any rights which it may acquire against Debtor arising as a result of payment by Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with Creditors in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; (b) Guarantor will not claim any set-off or counterclaim against Debtor in respect of any liability of Guarantor to Debtor; and (c) Guarantor waives any benefit of and any right to participate in any collateral that may be held by Creditors. The payment of any amounts due with respect to any indebtedness of Debtor now or hereafter held by Guarantor is hereby subordinated to the prior payment in full of the Obligations and other obligations then due and payable, arising under this Guaranty including, without limitation, Obligations. Guarantor agrees that after the obligations arising under Section 4 hereof, shall have been satisfied occurrence of any default in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all the payment or performance of the Obligations, Guarantor will not demand, sux xor or otherwise attempt to collect any such indebtedness of Debtor to Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Creditors and shall forthwith be paid over to the 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 Creditors on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No 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 which it may acquire against the Company arising as a result of payment by each Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all 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; each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of each Guarantor to the Company; and 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 Obligations and other obligations then due and payableCompany now or hereafter held by each Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, arising under this Guaranty includingeach Guarantor will not demand, without limitationsxx for, or otherwise attempt to collect any such indebtedness of the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid Company to any Guarantor on account of such subrogation rights at any time when all of until the Obligations and all such other obligations then due and payable 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 amount amounts shall be held in trust collected, enforced, and received by any Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Investor and shall forthwith be paid over to the 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 Investor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis August 2021 Second Amended Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations and any and all obligations of the Debtor to Creditor, the Guarantor shall not exercise any rights which it may acquire against the Debtor arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with the 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 Debtor in respect of any liability of the Obligations Guarantor to the Debtor; and other obligations then the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the Creditor. The payment of any amounts due and payable, arising under this Guaranty including, without limitationwith respect to any indebtedness of the 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 obligations arising under Section 4 hereofGuarantor will not demand, shall have been satisfied in full. If xxx for or otherwise attempt to collect any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Debtor to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Creditor and shall forthwith be paid over to the 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 Creditor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Guarantor shall exercise any rights which right or -------------------------- remedy it may acquire against Borrower or any other Guarantor by way of subrogation hereundersubrogation, by any as a result of a payment made by it hereunder of Bank Liabilities pursuant to a guaranty contained in this Article or otherwise, until such date on which all Bank Liabilities have been paid in full. Each Guarantor hereby subordinates all sums presently or hereafter owed by Borrower to Guarantors to all Bank Liabilities presently or hereafter owed by Borrower to Bank. This subordination shall cover all forms of the Obligations debt and claims that are presently or hereafter owed to Guarantor, including but not limited to income, fees, expenses, loans and other obligations then due sums Borrower or any other Guarantor may owe to such Guarantor. Upon demand by Bank after the occurrence of and payableduring the continuance of any Event of Default, arising under this Guaranty including, without limitation, no Guarantor shall demand or accept payment of any consideration or debt from Borrower or any other Guarantor unless and until the obligations arising under Section 4 hereof, shall Bank Liabilities have been satisfied in full; provided, however, Guarantors may continue to receive usual and customary expense payments, rental payments and other payments typically made by Borrower to or on behalf of Guarantors in the ordinary course of business. If any amount shall be paid to Any sums received by any Guarantor on account in violation 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, such amount this paragraph shall be held by Guarantor in trust for the benefit of the Bank, and such Guarantor shall immediately notify Bank in writing of all such sums received. Upon receiving demand from Bank, all sums received and held in trust pursuant to this paragraph shall be segregated from the other funds of such Guarantor and shall forthwith be immediately paid over to the 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter of Credit, if issuedBank.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights which it may acquire against the Company arising as a result of payment by any Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all and will not prove any claim in competition with 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 Obligations Guarantor to the Company; and other obligations then the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Guaranteed Party. The payment of any amounts due and payable, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid with respect to any Guarantor on account of such subrogation rights at any time when all 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 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 the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Guaranteed Parties and shall forthwith be paid over to the 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 Guaranteed Parties on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No 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 which it may acquire against the Company arising as a result of payment by each Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all 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; each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of each Guarantor to the Company; and 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 Obligations and other obligations then due and payableCompany now or hereafter held by each Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, arising under this Guaranty includingeach Guarantor will not demand, without limitation, xxx for or otherwise attempt to collect any such indebtedness of the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid Company to any Guarantor on account of such subrogation rights at any time when all of until the Obligations and all such other obligations then due and payable 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 amount amounts shall be held in trust collected, enforced and received by any Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Investor and shall forthwith be paid over to the 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 Investor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations and any and all obligations of the Customer to any affiliate of the Agent or any Bank, the Guarantor shall not exercise any rights which it may acquire against the Customer arising as a result of payment by the Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, and will not prove any claim in competition with the Agent or any Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; until such date on which the payment and performance of all of the Obligations and other obligations then due any and payable, arising under this Guaranty including, without limitationall Obligations of the Customer to any affiliate of the Agent or any Bank, the obligations arising under Section 4 hereof, shall have been satisfied Guarantor will not claim any set-off or counterclaim against the Customer in fullrespect of any liability of the Guarantor to the Customer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Agent or any Bank or any such affiliate. If The payment of any amount shall be paid amounts due with respect to any Guarantor on account of such subrogation rights at any time when all indebtedness of the Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that the Guarantor will not demand, xxx for or otherwise attempt to collect any such indebtedness of the Customer to the Guarantor until the Obligations and all such other obligations then due and payable shall not have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amount amounts shall be held in trust collected, enforced and received by the Guarantor as trustee for the benefit of Agent and the Bank, shall be segregated from the other funds of such Guarantor Banks and shall forthwith be paid over to the Bank to be applied in whole or in part by Agent on behalf of 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 Banks on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No Until the payment and performance in full of all Obligations, no Guarantor shall exercise any rights which it may acquire against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until and will not prove any claim in competition with the Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Guarantor will claim any set-off or counterclaim against the Borrower in respect of any liability of any Guarantor to the Borrower; and each Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Lender or any such date on which affiliate. During the continuance of an Event of Default, all payments of any amounts due with respect to any indebtedness of the Obligations and other obligations then due and payable, arising under this Guaranty including, without limitation, the obligations arising under Section 4 hereof, shall have been satisfied in full. If Borrower now or hereafter held by any amount Guarantor shall be paid subordinated to any Guarantor on account of such subrogation rights at any time when all the prior payment in full of the Obligations. Each Guarantor agrees that during the continuance of an Event of Default, it will not demand, sue for or otherwise attempt to collect any such indebtedness of the Borrower to such Guarantor until the Obligations and all such other obligations then due and payable shall not 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 indebtedness in violation of the foregoing sentence, such amount amounts shall be held in trust collected, enforced and received by such Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Lender and shall forthwith be paid over to the 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 Lender on account of the Obligations and/or such without affecting in any manner (other obligations then due and payable and (ii) all than by reducing the outstanding amount of the Obligations and all such other obligations then due and payable shall be paid in full, Obligations) the Bank shall, at the request liability of the Guarantors, execute and deliver to the Guarantors (without recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.

Subrogation; Subordination. (a) No 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 which it may acquire against the Company arising as a result of payment by each Guarantor hereunder, by way of subrogation hereunder, by any payment made by it hereunder or otherwise, until such date on which all 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; each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of each Guarantor to the Company; and 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 Obligations and other obligations then due and payableCompany now or hereafter held by each Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, arising under this Guaranty includingeach Guarantor will not demand, without limitationsxx for, or otherwise attempt to collect any such indebtedness of the obligations arising under Section 4 hereof, shall have been satisfied in full. If any amount shall be paid Company to any Guarantor on account of such subrogation rights at any time when all of until the Obligations and all such other obligations then due and payable 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 amount amounts shall be held in trust collected, enforced, and received by any Guarantor as trustee for the benefit of the Bank, shall be segregated from the other funds of such Guarantor Investor and shall forthwith be paid over to the 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 Investor on account of the Obligations and/or such other obligations then due and payable and (ii) all without affecting in any manner the liability 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 recourse, representation or warranty) appropriate documents necessary to evidence the 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 guaranties or indemnities executed in connection with the Notes and any Letter provisions of Credit, if issuedthis Guaranty.