Common use of Waiver; No Set-off; Reinstatement; Subrogation Clause in Contracts

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Owner, demand for payment from Owner or any other Person, notice of nonpayment or failure to perform on the part of Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment hereunder to a Party, shall be subrogated to such Party’s claim against Owner or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner in respect of any claim against Owner arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Owner.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against Owner the Lessee or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Lessee, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Lessee, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownerthe Lessee.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against Owner the Lessee or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Guarantor: (a) while an Event of Default shall have occurred and be continuing, in which case no such payment in respect of such a claim by the Guarantor may be made by the Lessee; or (b) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Lessee, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Lessee, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownerthe Lessee.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by the Owner, demand for payment from the Owner or any other Person, notice of nonpayment or failure to perform on the part of the Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to the Owner or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against the Owner or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from the Owner in respect of any claim against the Owner arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to the Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of the Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of the Owner.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives Guarantors waive notice of the acceptance of this Guarantee and of the performance or nonperformance by Owner, demand for payment from Owner or any other Person, notice of nonpayment or failure to perform on the part of Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor Guarantors shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor Guarantors may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment hereunder to a Party, shall be subrogated to such Party’s claim against Owner or any other Person relating thereto; provided, however, that the neither Guarantor shall not be entitled to receive payment from Owner in respect of any claim against Owner arising from a payment by the such Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the such Guarantor shall be made by or on behalf of Owner.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Owner, demand for payment from Owner United or any other Person, notice of nonpayment or failure to perform on the part of OwnerUnited, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner United or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment hereunder to a Party, shall be subrogated to such Party’s claim against Owner United or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner United in respect of any claim against Owner United arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to OwnerUnited, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of OwnerUnited, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of OwnerUnited.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by the Owner, demand for payment from the Owner or any other Person, notice of nonpayment or failure to perform on the part of the Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to the Owner or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against the Owner or any other Person relating thereto; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not be entitled to receive payment from the Owner in respect of any claim against the Owner arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to the Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of the Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of the Owner.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Issuer, demand for payment from Owner the Issuer or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Issuer, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any the Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any the Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Issuer or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a the Party, shall be subrogated to such Party’s claim against Owner the Issuer or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner the Issuer in respect of any claim against Owner the Issuer arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Issuer, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Issuer, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownerthe Issuer.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against Owner the Lessee or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Guarantor in the event while an Event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations Default shall have occurred and be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownercontinuing.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 I hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against Owner the Lessee or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Lessee, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Lessee, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownerthe Lessee.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or and nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against Owner the Lessee or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Guarantor: (a) while an Event of Default shall have occurred and be continuing, in which case no such payment in respect of such a claim by the Guarantor may be made by the Lessee; or (b) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Lessee, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Lessee, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownerthe Lessee.

Waiver; No Set-off; Reinstatement; Subrogation. The Lessee Guarantor waives notice of the acceptance of this Guarantee Guaranty and of the performance or nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Lessee Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Lessee Guarantor may have at any time and from time to time against any Partythe Lessor, whether in connection herewith or any unrelated transactions. This Guarantee Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party the Lessor upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Lessee Guarantor, by virtue of any payment or performance hereunder to a Partythe Lessor, shall be subrogated to such Partythe Lessor’s claim against Owner the Lessee or any other Person relating thereto; provided, however, that the Lessee Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Lessee Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Lessee, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Lessee, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Lessee Guarantor shall be made by or on behalf of Owneragainst the Lessee.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against Owner the Lessee or any other Person relating thereto; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Lessee, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Lessee, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownerthe Lessee.

Waiver; No Set-off; Reinstatement; Subrogation. The Each Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Company, demand for payment from Owner the Company or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Company, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the each Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the such Guarantor may have at any time and from time to time against any PartyBeneficiary, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party Beneficiary upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Company or otherwise, all as though such payment had not been made. The Each Guarantor, by virtue of any payment hereunder to a PartyBeneficiary, shall be subrogated to such PartyBeneficiary’s claim against Owner the Company or any other Person relating thereto; provided, however, that the such Guarantor shall not be entitled to receive payment from Owner the Company in respect of any claim against Owner the Company arising from a payment by the such Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Company, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Company, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the such Guarantor shall be made by or on behalf of Ownerthe Company.

Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Lessee, demand for payment from Owner the Lessee or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Lessee, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations hereunder and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Financial Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner the Lessee or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment or performance hereunder to a Party, shall be subrogated to such Party’s 's claim against Owner the Lessee or any other Person relating theretothere; provided, however, that the Guarantor shall not be entitled to receive payment from Owner the Lessee in respect of any claim against Owner the Lessee arising from a payment by the Guarantor: (a) while an Event of Default shall have occurred and be continuing, in which case no such payment in respect of such claim by the Guarantor may be made by the Lessee; or (b) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Ownerthe Lessee, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Ownerthe Lessee, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the Guarantor shall be made by or on behalf of Ownerthe Lessee.

Waiver; No Set-off; Reinstatement; Subrogation. The Each Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Ownerthe Other Owner or any other Guarantor, demand for payment from Owner the Other Owner, any other Guarantor or any other Person, notice of nonpayment or failure to perform on the part of Ownerthe Other Owner or any other Guarantor, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the each Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the such Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to the Other Owner or any other Guarantor or otherwise, all as though such payment had not been made. The Each Guarantor, by virtue of any payment hereunder to a Party, shall be subrogated to such Party’s claim against the Other Owner or any other Person relating thereto; provided, however, that the such Guarantor shall not be entitled to receive payment from the Other Owner in respect of any claim against the Other Owner arising from a payment by the such Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to the Other Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of the Other Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the such Guarantor shall be made by or on behalf of the Other Owner.