Common use of Subrogation; Subordination Clause in Contracts

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

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

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

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

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

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

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

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

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

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to the InvestorObligations, no Guarantor shall exercise any rights against the Company Borrower arising as a result of payment by each any Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Lender or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; each no Guarantor will not claim any set-off or counterclaim against the Company Borrower in respect of any liability of each any Guarantor to the CompanyBorrower; and each Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorLender or any such affiliate. The payment During the continuance of an Event of Default, all payments of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by each any Guarantor is hereby shall be subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that after during the occurrence continuance of any default in the payment or performance an Event of the ObligationsDefault, each Guarantor it will not demand, s▇▇ sue for or otherwise attempt to collect any such indebtedness of the Company Borrower to any 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, 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 any such Guarantor as trustee for the Investor Lender and be paid over to the Investor Lender on account of the Obligations without affecting in any manner (other than by reducing the outstanding amount of the Obligations) the liability of any Guarantor under the other provisions of this Guaranty.

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

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

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company Debtor to the InvestorCreditors, no the Guarantor shall not exercise any rights against the Company Debtor arising as a result of payment by each the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Investor Creditors in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; each the Guarantor will not claim any set-off or counterclaim against the Company Debtor in respect of any liability of each the Guarantor to the CompanyDebtor; and each the Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorCreditors. The payment of any amounts due with respect to any indebtedness of the Company Debtor now or hereafter held by each the Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, each the Guarantor will not demand, s▇▇▇ for or otherwise attempt to collect any such indebtedness of the Company Debtor to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee for the Investor the Creditors and be paid over to the Investor Creditors on account of the Obligations without affecting in any manner the liability of any the 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 and any and all obligations of the Company to the Investor, no Guarantor it shall not exercise any rights against the Company right or remedy arising as a result by reason of payment any performance by each 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 the Investor in respect other Guarantor of any payment hereunder in bankruptcy of the Obligations or insolvency proceedings any security for any of any nature; each Guarantor will not claim any set-off or counterclaim against the Company in respect of any liability of each Guarantor to the Company; and each Guarantor waives any benefit of and any right to participate in any collateral that may be held by the InvestorObligations. The payment of any amounts due with respect to any indebtedness Indebtedness of the Company Lessee or any other Guarantor now or hereafter held owing to any Guarantor by each reason of any payment by such Guarantor under the Guarantee in this Section 10.4 is hereby subordinated to the prior indefeasible payment in full in cash of the Obligations. Each Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, each Guarantor it will not demand, s▇▇▇ for or otherwise attempt to collect any such indebtedness Indebtedness of the Company Lessee to any such Guarantor until the Obligations shall have been indefeasibly paid in fullfull in cash. If, notwithstanding the foregoing sentence, 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 any such Guarantor as trustee for the Investor Lessor and Affiliates thereof and be paid over to the Investor Lessor on account of the Obligations without affecting in any manner the liability of any such Guarantor under the other provisions of this Guarantythe guarantee contained herein.

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

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

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

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

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to Obligations, the Investor, no Guarantor shall not exercise any subrogation or similar rights against the Company Issuer arising as a result of payment by each the Guarantor hereunder, by way of subrogation or otherwise, and will not prove assert any claim in competition with the Investor Holder in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; each the Guarantor will not claim any set-off or counterclaim against the Company Issuer in respect of any liability of each the Guarantor to the CompanyIssuer; and each the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorHolder. The payment of any amounts due with respect to any indebtedness of the Company Borrower now or hereafter held by each the Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each The Guarantor agrees that after the occurrence of any default in Event of Default that is continuing, the payment or performance of the Obligations, each Guarantor will not demand, s▇▇ sue for or otherwise attempt to collect any such indebtedness of the Company Issuer to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee in trust for the Investor benefit of the Holder and be paid over to the Investor 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 any Guarantor under the other provisions of this GuarantyNote Purchase Agreement.

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

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

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

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

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

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

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

Subrogation; Subordination. Until the payment and performance in full of all Obligations and any and all obligations of the Company to Obligations, the Investor, no Guarantor shall not exercise any subrogation or similar rights against the Company Issuer arising as a result of payment by each the Guarantor hereunder, by way of subrogation or otherwise, and will not prove assert any claim in competition with the HolderAdministrative Agent or any Investor in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; each the Guarantor will not claim any set-off or counterclaim against the Company Issuer in respect of any liability of each the Guarantor to the CompanyIssuer; and each the Guarantor waives any benefit of and any right to participate in any collateral that which may be held by the InvestorHolderAdministrative Agent. The payment of any amounts due with respect to any indebtedness of the Company BorrowerIssuer now or hereafter held by each the Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each 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, each Guarantor will not demand, s▇▇ sue for or otherwise attempt to collect any such indebtedness of the Company Issuer to any the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, any the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by any the Guarantor as trustee in trust for the Investor benefit of the HolderAdministrative Agent (on behalf of itself and the Investors) and be paid over to the Investor 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 any Guarantor under the other provisions of this GuarantyNote Purchase Agreement.

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