Common use of Subrogation; Subordination Clause in Contracts

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, 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 Guarantor to the Borrower; and 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 with 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, after the expiration of any applicable cure period, it will not demand, s▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties and be paid over to the Secured Parties on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the The Guarantor shall not exercise any rights against the Borrower Customer arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party the Agent, the Banks or its 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 Customer in respect of any liability of the Guarantor to the BorrowerCustomer; 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 Secured Partysuch affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, provided that so long as no default in the payment or performance of the Obligations has occurred and is continuing, or no demand for payment of any of the Obligations has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower Customer to the Guarantor until the Obligations shall have been paid in full. If, notwithstanding not withstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Banks and the Agent and be paid over to the Secured Parties Agent on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor Guarantors shall not exercise any rights against the Borrower Debtor arising as a result of payment by any Guarantor the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off set‑off or counterclaim against the Borrower Debtor in respect of any liability of the Guarantor Guarantors to the BorrowerDebtor; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditor. The payment of any amounts due with respect to any indebtedness of the Borrower 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, after the expiration of any applicable cure period, it Guarantors will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor Guarantors until the Obligations shall have been paid or performed in full. If, notwithstanding the foregoing sentence, the Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Creditor and be paid over to the Secured Parties Creditor on account of the Obligations without affecting in any manner the liability of the Guarantor Guarantors under the other provisions of this Guaranty.

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

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations and any and all obligations of the Company to the Investor, the no Guarantor shall not exercise any rights against the Borrower Company arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates 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 Borrower Company in respect of any liability of the Guarantor to the BorrowerCompany; and the Guarantor waives any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Investor. The payment of any amounts due with respect to any indebtedness of the Borrower 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 Guarantor will not demand, s▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower Company to the any Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the any Guarantor as trustee for the Secured Parties Investor and be paid over to the Secured Parties Investor on account of the Obligations without affecting in any manner the liability of the any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, 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 Guarantor to the Borrower; and 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 with 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, after the expiration of any applicable cure period, it will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties and be paid over to the Secured Parties on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor Guarantors shall not exercise any rights against the Borrower Debtor arising as a result of payment by any Guarantor the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the Creditors in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Borrower Debtor in respect of any liability of the Guarantor Guarantors to the BorrowerDebtor; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditors. The payment of any amounts due with respect to any indebtedness of the Borrower 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, after the expiration of any applicable cure period, it Guarantors will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor Guarantors until the Obligations shall have been paid or performed in full. If, notwithstanding the foregoing sentence, the Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Creditors and be paid over to the Secured Parties Creditors on account of the Obligations without affecting in any manner the liability of the Guarantor Guarantors under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations and any and all obligations of the Customer to any affiliate of the Agent or any Bank, the Guarantor shall not exercise any rights against the Borrower Customer arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Agent or any Secured Party Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; until the payment and performance of all of the Obligations and any and all Obligations of the Customer to any affiliate of the Agent or any Bank, the Guarantor will not claim any set-off or counterclaim against the Borrower Customer in respect of any liability of the Guarantor to the BorrowerCustomer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Agent or any Secured PartyBank or any such affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower Customer to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Agent and the Banks and be paid over to the Secured Parties Agent on behalf of the Banks on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

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

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor Guarantors shall not exercise any rights against the Borrower Debtor arising as a result of payment by any Guarantor the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Borrower Debtor in respect of any liability of the Guarantor Guarantors to the BorrowerDebtor; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditor. The payment of any amounts due with respect to any indebtedness of the Borrower Debtor now or hereafter held by the each Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it Guarantors will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor Guarantors until the Obligations shall have been paid or performed in full. If, notwithstanding the foregoing sentence, the Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the each Guarantor as trustee for the Secured Parties Creditor and be paid over to the Secured Parties Creditor on account of the Obligations without affecting in any manner the liability of the Guarantor Guarantors under the other provisions of this Guaranty.

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

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

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor Guarantors shall not exercise any rights against the Borrower Issuer arising as a result of payment by any Guarantor the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the Purchasers in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Borrower Issuer in respect of any liability of the Guarantor Guarantors to the BorrowerIssuer; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Purchasers. The payment of any amounts due with respect to any indebtedness of the Borrower Issuer now or hereafter held by the Guarantor Guarantors is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees Guarantors agree that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it Guarantors will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Issuer to the Guarantor Guarantors until the Obligations shall have been paid or performed in full. If, notwithstanding the foregoing sentence, the Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor Guarantors as trustee for the Secured Parties Purchasers and be paid over to the Secured Parties Purchasers on account of the Obligations without affecting in any manner the liability of the Guarantor Guarantors under the other provisions of this Guaranty.

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

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations and any and all obligations of the Debtor to Creditor, the Guarantor shall not exercise any rights against the Borrower Debtor arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates 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 Borrower Debtor in respect of any liability of the Guarantor to the BorrowerDebtor; and the Guarantor waives any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditor. The payment of any amounts due with respect to any indebtedness of the Borrower 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, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Creditor and be paid over to the Secured Parties Creditor on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all the Obligations, the Guarantor shall not exercise any subrogation or similar rights against the Borrower Issuer arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove assert any claim in competition with the HolderAdministrative Agent or any Secured Party or its affiliates 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 Borrower Issuer in respect of any liability of the Guarantor to the BorrowerIssuer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Secured Partythe HolderAdministrative Agent. The payment of any amounts due with respect to any indebtedness of the Borrower BorrowerIssuer 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 anyand during the payment or performance continuance of an Event of Default that is continuing, the Obligations, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Issuer to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee in trust for the Secured Parties benefit of the HolderAdministrative Agent (on behalf of itself and the Investors) and be paid over to the Secured Parties on account HolderAdministrative Agent to be applied to the Obligations in accordance with the terms of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this GuarantyNote Purchase Agreement.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the The Guarantor shall not exercise any rights against the Borrower arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party 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 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 Bank or any Secured Partysuch affiliate. The payment of any amounts due with 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, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Bank and be paid over to the Secured Parties Bank on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all the Obligations, the Guarantor shall not exercise any subrogation or similar rights against the Borrower Issuer arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove assert any claim in competition with any Secured Party or its affiliates the Holder 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 Issuer in respect of any liability of the Guarantor to the BorrowerIssuer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Secured Partythe Holder. The payment of any amounts due with 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 Event of Default that is continuing, the payment or performance of the Obligations, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Issuer to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee in trust for the Secured Parties benefit of the Holder and be paid over to the Secured Parties on account Holder to be applied to the Obligations in accordance with the terms of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this GuarantyNote Purchase Agreement.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights against the Borrower Debtor arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates 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 Borrower Debtor in respect of any liability of the Guarantor to the BorrowerDebtor; and the Guarantor waives any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditor. The payment of any amounts due with respect to any indebtedness of the Borrower 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, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties and be paid over to the Secured Parties on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.have

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights against the Borrower Debtor arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off set‑off or counterclaim against the Borrower Debtor in respect of any liability of the Guarantor to the BorrowerDebtor; and the Guarantor waives any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditor. The payment of any amounts due with respect to any indebtedness of the Borrower 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, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor until the Obligations shall have been paid or performed in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Creditor and be paid over to the Secured Parties Creditor on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

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

Subrogation; Subordination. Until Each Guarantor hereby agrees that until the indefeasible payment and performance satisfaction in full in cash of all Obligations, the Guarantor Obligations it shall not exercise any rights against the Borrower right or remedy arising as a result by reason of payment any performance by any Guarantor hereunderit of its guarantee in Section 10.4, whether by way of subrogation or otherwise, and will not prove against Lessee or any claim in competition with any Secured Party or its affiliates in respect other Guarantor of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against the Borrower in respect of any liability of the Guarantor to Obligations or any security for any of the Borrower; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Secured PartyObligations. The payment of any amounts due with respect to any indebtedness Indebtedness of the Borrower Lessee or any other Guarantor now or hereafter held owing to any Guarantor by reason of any payment by such Guarantor under the Guarantor Guarantee in this Section 10.4 is hereby subordinated to the prior indefeasible payment in full in cash of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness Indebtedness of the Borrower Lessee to the such Guarantor until the Obligations shall have been indefeasibly paid in fullfull in cash. If, notwithstanding the foregoing sentence, the any Guarantor shall prior to the indefeasible payment in full in cash of the Obligations collect, enforce or receive any amounts in respect of such indebtednessIndebtedness, such amounts shall be collected, enforced and received by the such Guarantor as trustee for the Secured Parties Lessor and Affiliates thereof and be paid over to the Secured Parties Lessor on account of the Obligations without affecting in any manner the liability of the such Guarantor under the other provisions of this Guarantythe guarantee contained herein.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the no Guarantor shall not exercise any rights against the Borrower arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, 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 no Guarantor will not claim any set-off or counterclaim against the Borrower in respect of any liability of the any Guarantor to the Borrower; and the each 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 with respect to any indebtedness of the Borrower now or hereafter held by the any Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower to the such Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the any Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, . such amounts shall be collected, enforced and received by the such Guarantor as trustee for the Secured Parties and be paid over to the Secured Parties on account of the Obligations without affecting in any manner the liability of the any Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations and any and all obligations of the Debtor to YA II, the each Guarantor shall not exercise any rights against the Borrower Debtor arising as a result of payment by any each Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the YA II in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the each Guarantor will not claim any set-off or counterclaim against the Borrower Debtor in respect of any liability of the each Guarantor to the BorrowerDebtor; and the each Guarantor waives any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe YA II. The payment of any amounts due with 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 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 each Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the each Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the each Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the each Guarantor as trustee for the Secured Parties YA II and be paid over to the Secured Parties YA II on account of the Obligations without affecting in any manner the liability of the each Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations then due and owing, the Guarantor Guarantors shall not exercise any rights against the Borrower Debtor arising as a result of payment by any Guarantor the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Borrower Debtor in respect of any liability of the Guarantor Guarantors to the BorrowerDebtor; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditor. The payment of any amounts due with respect to any indebtedness of the Borrower Debtor now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the ObligationsObligations then due and owing. The Guarantor agrees that after the occurrence and during the continuance of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it Guarantors will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor Guarantors until the Obligations then due and owing shall have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Creditor and be paid over to the Secured Parties Creditor on account of the Obligations without affecting in any manner the liability of the Guarantor Guarantors under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations 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 against the Borrower arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its 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 Guarantor to the Borrower; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Secured Partythe Agent, the Lenders and/or their affiliates. The payment of any amounts due with 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, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Agent and the Lenders and be paid over to the Secured Parties Agent and the Lenders on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations and any and all obligations of the Customer to any affiliate of the Bank, the Guarantor shall not exercise any rights against the Borrower Customer arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party the Bank or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; until the payment and performance of all of the Obligations and any and all Obligations of the Customer to any affiliate of the Bank, the Guarantor will not claim any set-off or counterclaim against the Borrower Customer in respect of any liability of the Guarantor to the BorrowerCustomer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Bank or any Secured Partysuch affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower Customer to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Bank and be paid over to the Secured Parties Bank on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations and any and all obligations of Debtor to Creditors, the (a) Guarantor shall not exercise any rights against the Borrower Debtor arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates Creditors in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the (b) Guarantor will not claim any set-off or counterclaim against the Borrower Debtor in respect of any liability of the Guarantor to the BorrowerDebtor; and the (c) Guarantor waives any benefit of and any right to participate in any collateral which that may be held by any Secured PartyCreditors. The payment of any amounts due with respect to any indebtedness of the Borrower 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, after the expiration of any applicable cure period, it Guarantor will not demand, ssu▇ ▇▇ for or or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Creditors and be paid over to the Secured Parties Creditors on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all ObligationsObligations and any and all obligations of the Debtor to the Creditor, the Guarantor Guarantors shall not exercise any rights against the Borrower Debtor arising as a result of payment by any Guarantor the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party or its affiliates the Creditor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor Guarantors will not claim any set-off or counterclaim against the Borrower Debtor in respect of any liability of the Guarantor Guarantors to the BorrowerDebtor; and the Guarantor waives Guarantors waive any benefit of and any right to participate in any collateral which that may be held by any Secured Partythe Creditor. The payment of any amounts due with respect to any indebtedness of the Borrower 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, after the expiration of any applicable cure period, it Guarantors will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower Debtor to the Guarantor Guarantors until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor Guarantors shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Creditor and be paid over to the Secured Parties Creditor on account of the Obligations without affecting in any manner the liability of the Guarantor Guarantors under the other provisions of this Guaranty.

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

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights against the Borrower Customer arising as a result of payment by any the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured Party the Bank or its affiliates 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 Customer in respect of any liability of the Guarantor to the BorrowerCustomer; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by the Bank or any Secured Partysuch Affiliate. The payment of any amounts due with respect to any indebtedness of the Borrower Customer now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of any Obligations, provided that so long as no default in the Obligationspayment or performance of any Obligations has occurred and is continuing, or no demand for payment of any of the Obligations has been made that remains unsatisfied, the Customer may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts, at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any default in the payment or performance of the any Obligations, after the expiration of any applicable cure period, it Guarantor will not demand, s▇▇ sue for or otherwise attempt to collect after such time any such indebtedness of the Borrower t▇▇ Customer to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Parties Bank and be paid over to the Secured Parties Bank on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Subrogation; Subordination. Until the payment and performance in full of all Obligations, the Guarantor shall not exercise any rights against the Borrower Company arising as a result of payment by any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with any Secured 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 Borrower Company in respect of any liability of the Guarantor to the BorrowerCompany; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by any Secured Guaranteed Party. The payment of any amounts due with respect to any indebtedness of the Borrower 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, s▇▇ for or otherwise attempt to collect after such time any such indebtedness of the Borrower Company to the Guarantor until the Obligations shall 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 amounts shall be collected, enforced and received by the Guarantor as trustee for the Secured Guaranteed Parties and be paid over to the Secured Guaranteed Parties on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.