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 Guaranteed Obligations and any and all other Obligations of the Borrower to the Lender under the Loan Documents, (i) 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 Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; (ii) 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 (iii) the 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 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. NOTWITHSTANDING ANYTHING TO THE --------------------------------- CONTRARY WHICH MAY BE CONTAINED HEREIN, EACH GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY AGREES THAT SUCH GUARANTOR (I) WILL NOT AT ANY TIME ASSERT 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) 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 SUCH GUARANTOR MAY PAY OR BE OBLIGATED TO PAY TO AGENT, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS AND ANY AND ALL OTHER OBLIGATIONS WHICH SUCH 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 SUCH 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). EACH GUARANTOR FURTHER UNCONDITIONALLY AND IRREVOCABLY AGREES THAT SUCH GUARANTOR SHALL HAVE NO RIGHT OF SUBROGATION, AND WAIVES ANY RIGHT TO ENFORCE ANY REMEDY WHICH AGENT NOW HAS OR HEREAFTER MAY HAVE AGAINST BORROWER, AND WAIVES ANY DEFENSE BASED UPON AN ELECTION OF REMEDIES BY AGENT, WHICH DESTROYS OR OTHERWISE IMPAIRS ANY SUBROGATION RIGHTS OF GUARANTORS AND/OR THE RIGHT OF GUARANTORS TO PROCEED AGAINST BORROWER FOR REIMBURSEMENT.
Waiver of Rights Against Borrower. Until the final payment in cash and performance in full of all of the Obligations, no Guarantor shall exercise, and each Guarantor hereby waives, any rights against the Borrower arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and no Guarantor will 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; no Guarantor will claim any setoff, recoupment or counterclaim against the Borrower in respect of any liability of such 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 Administrative Agent or any Lender.
Waiver of Rights Against Borrower. Guarantor hereby waives any claim or other rights that Guarantor may now have or may hereafter acquire against Borrower or any other guarantor of all or any of the Obligations that arise from the existence or performance of Guarantor’s obligations under this Guarantee or any other Principal Agreement (as such claims and rights being referred to as “Guarantor’s Conditional Rights”), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy that Lender has against Borrower or any collateral that Lender now has or hereafter acquires for the Obligations (including without limitation the Collateral), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. If, notwithstanding the foregoing provisions, any amount shall be paid to Guarantor on account of Guarantor’s Conditional Rights and either (a) such amount is paid to Guarantor at any time when the Obligations shall not have been paid or performed in full, or (b) regardless of when such amount is paid to Guarantor, any payment made by Borrower to Lender is at any time determined to be a preferential payment, then such amount paid to Guarantor shall be deemed to be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied upon the Obligations, whether matured or unmatured, in such order and manner as Lender, in its sole discretion, shall determine. To the extent that any of the provisions of this Section 6 shall not be enforceable, Guarantor agrees that until such time as the Obligations have been paid and performed in full and the period of time has expired during which any payment made by Borrower or Guarantor to Lender may be determined to be a preferential payment, Guarantor’s Conditional Rights to the extent not validly waived shall be subordinate to Lender’s right to full payment and performance of the Obligations and Guarantor shall not seek to enforce Guarantor’s Conditional Rights during such period.
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 and any and all other obligations of the Borrower to the Agent, the Issuing Bank, any Bank or any affiliate of the Agent, the Issuing Bank or any Bank, none of the Guarantors shall exercise any rights against the Borrower or any of the other Guarantors arising as a result of payment by any of the Guarantors hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition with the Agent, the Issuing Bank or any Bank or such affiliate 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 of the other Guarantors in respect of any liability of any of the Guarantors 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 Agent, the Issuing Bank, any Bank or any 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. Until the final payment and performance in full of all of the Obligations, (A) no Guarantor shall exercise any rights against the Borrower 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 Lender in respect of any payment hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; (B) no Guarantor will claim any setoff, recoupment or counterclaim against the Borrower in respect of any liability of such Guarantor to the Borrower; and
