Waiver of Rights Against Borrower. Until the final payment and --------------------------------- performance in full of all of the Obligations, the Guarantor shall not exercise and hereby waives any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Agent or any Bank in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; the Guarantor will not claim any setoff, recoupment 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 security which may be held by the Agent or any Bank.
Waiver of Rights Against Borrower. Until the final payment and performance in full of all of the Obligations, (a) the Guarantor shall not exercise and hereby waives any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; (b) the Guarantor will not claim any setoff, recoupment or counterclaim against the Borrower in respect of any liability of the Guarantor to the Borrower; and (c) the Guarantor waives any benefit of and any right to participate in any cash collateral for Reimbursement Obligations as contemplated by Sections 4.2(b) and (c) of the Credit Agreement which may be held by the Administrative Agent or any Lender.
Waiver of Rights Against Borrower. Until the final payment in cash and performance in full of all of the Obligations, none of the Guarantors shall exercise and hereby waives any rights against the Borrower or any other Guarantor arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Administrative Agent or any Secured Party in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; none of the Guarantors will claim any setoff, recoupment or counterclaim against the Borrower or any other Guarantor in respect of any liability of such Guarantor to the Borrower or such other Guarantor; and each of the Guarantors waives any benefit of and any right to participate in any collateral security which may be held by the Administrative Agent or any Secured Party.
Waiver of Rights Against Borrower. Until the final payment and performance in full of all of the Obligations (other than inchoate unasserted indemnification liabilities arising under the Loan Documents): (i) Guarantor shall not exercise and hereby waives any rights against the Borrower arising as a result of payment by Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; (ii) Guarantor will not claim any setoff, recoupment or counterclaim against the Borrower in respect of any liability of Guarantor to the Borrower; and (iii) Guarantor waives any benefit of and any right to participate in any collateral security which may be held by the Lender.
Waiver of Rights Against Borrower. UNTIL THE PAYMENT IN FULL OF THE OBLIGATIONS, NOTWITHSTANDING ANYTHING TO THE CONTRARY WHICH MAY BE CONTAINED HEREIN, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY AGREES THAT GUARANTOR (I) WILL NOT ASSERT AGAINST BORROWER ANY RIGHT OR CLAIM, AT LAW OR IN EQUITY, TO INDEMNIFICATION, REIMBURSEMENT, CONTRIBUTION, RESTITUTION OR PAYMENT FOR OR WITH RESPECT TO ANY AND ALL AMOUNTS GUARANTOR MAY PAY OR BE OBLIGATED TO PAY TO XXXXXX, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS, AND ANY AND ALL OTHER OBLIGATIONS WHICH GUARANTOR MAY PERFORM, SATISFY OR DISCHARGE, UNDER OR WITH RESPECT TO THIS GUARANTY, AND (II) WILL NOT ASSIGN OR OTHERWISE TRANSFER ANY SUCH RIGHT OR CLAIMS TO ANY OTHER PERSON. UNTIL THE PAYMENT IN FULL OF THE OBLIGATIONS, GUARANTOR FURTHER UNCONDITIONALLY AND IRREVOCABLY AGREES THAT GUARANTOR SHALL HAVE NO RIGHT OF SUBROGATION, AND WAIVES ANY RIGHT TO ENFORCE ANY REMEDY WHICH XXXXXX NOW HAVE OR HEREAFTER MAY HAVE AGAINST BORROWER AND WAIVES ANY DEFENSE BASED UPON AN ELECTION OF REMEDIES BY XXXXXX, WHICH DESTROYS OR OTHERWISE IMPAIRS ANY SUBROGATION RIGHTS OF GUARANTOR AND/OR THE RIGHT OF GUARANTOR TO PROCEED AGAINST BORROWER FOR REIMBURSEMENT.
Waiver of Rights Against Borrower. Until the final payment and performance in full of all of the Obligations and any and all other obligations of the Borrower to the Lender or any affiliate of the Lender, no Guarantor shall exercise any rights against the Borrower or any other guarantor of the Obligations arising as a result of payment by any Guarantor hereunder (or any other guarantor), by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor will prove any claim in competition with the Lender or such affiliate in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; no Guarantor will claim any setoff, recoupment 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 security which may be held by the Lender or such affiliate.
Waiver of Rights Against Borrower. Until the final payment and performance in full of all of the Obligations and any and all other obligations of the Borrower to the Agent or any Bank or any affiliate of the Agent or such Bank, the Guarantor shall not exercise any rights against the Borrower arising as a result of payment by the Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Agent or any Bank or such affiliate in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; the Guarantor will not claim any setoff, recoupment 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 security which may be held by the Agent or any Bank or any such affiliate.
Waiver of Rights Against Borrower. Notwithstanding anything to the contrary which may be contained herein, Guarantor hereby unconditionally and irrevocably agrees that Guarantor (i) will not at any time assert against Borrower (or such Borrower's estate if such Borrower becomes bankrupt or becomes the subject of any case or proceeding under the bankruptcy laws of the United States of America) any right or claim, at law or in equity, to indemnification, reimbursement, contribution, restitution or payment for or with respect to any and all amounts Guarantor may pay or be obligated to pay to Agent or any Lender, including, without limitation, Guarantor's Obligations and any and all other obligations which Guarantor may perform, satisfy or discharge, under or with respect to this Guaranty, and (ii) waives and releases all such rights and claims, at law or in equity, to indemnification, reimbursement, contribution, restitution or payment which Guarantor may have now or at any time against Borrower (or Borrower's estate if Borrower becomes bankrupt or becomes the subject of any case or proceeding under the bankruptcy laws of the United States of America). Guarantor further unconditionally and irrevocably agrees that Guarantor shall have no right of subrogation, and waives any right to enforce any remedy which Lender now has or hereafter may have against Borrower, and waives any defense based upon an election of remedies by Lenders, which destroys or otherwise impairs any subrogation rights of Guarantor and/or the right of Guarantor to proceed against Borrower for reimbursement.
Waiver of Rights Against Borrower. Guarantor hereby waives any right of subrogation to the rights of Lender against Guarantor and agrees to exercise no right of indemnity, contribution or other right of reimbursement from any party whatsoever until and unless the Obligations have been satisfied in full.
Waiver of Rights Against Borrower. Until the final payment and performance in full of all of the Obligations, the Guarantors shall not exercise and hereby waive any rights against the Borrower arising as a result of payment by the Guarantors hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Administrative Agent or any Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; the Guarantors will not claim any setoff, recoupment or counterclaim against the Borrower in respect of any liability of the Guarantors to the Borrower; and the Guarantors waive any benefit of and any right to participate in any collateral security which may be held by the Administrative Agent or any Lender. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders and the Administrative Agent, on account of the Obligations without affecting in any manner the liability of the Guarantors under the other provisions of this Guaranty.
