Indemnification; Payments; Certain Waivers. Guarantors shall indemnify Administrative Agent and the Banks against loss, cost or expense caused by the assertion by Borrowers or Guarantors of any defense to their respective obligations under any of the Loan Documents, the assertion by Guarantors of any defense to its obligations hereunder or the assertion by the guarantor(s) under any Other Guaranty of any defense to its (or their) obligations thereunder, other than, in either such case, a successful defense as determined in an unappealable judgment of a court of competent jurisdiction. Each Guarantor (i) waives any right or claim of right to cause a marshalling of any Borrower’s or any other Person’s assets or to cause the Banks or Administrative Agent to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against such Guarantor or to proceed against such Guarantor and any other obligor under the Loan in any particular order, (ii) agrees that any payments required to be made by such Guarantor hereunder shall become due on demand in accordance with the terms of the Notes and Agreement immediately upon the happening of any Event of Default and without presentment to Borrowers, demand for payment or protest, or notice of non-payment or protest and (iii) expressly waives and relinquishes all rights and remedies accorded by applicable Law to guarantors. Without limiting the generality of the foregoing, until such time as all sums owing to the Banks and Administrative Agent in respect of the Loan have been repaid in full, each Guarantor hereby waives all rights (x) of subrogation, (y) to participate in any claim or remedy the Banks or Administrative Agent may now or hereafter have against Borrowers or any other Person or in any collateral which the Banks or Administrative Agent now have or hereafter may acquire for the obligations guaranteed hereby and (z) to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrowers, Guarantors, or any other Person now or hereafter primarily or secondarily liable for any of Borrowers’ obligations to the Banks, and whether arising by contract or operation of law or otherwise by reason of Guarantors’ execution, delivery or performance of this Guaranty.
Indemnification; Payments; Certain Waivers. Guarantor (i) waives any right or claim of right to cause a marshalling of Borrower's or any other Person's assets or to cause Administrative Agent or Lenders to proceed against all or any part of the Collateral or against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against Guarantor or to proceed against Guarantor, if more than one, in any particular order, (ii) agrees that any payments required to be made by Guarantor hereunder shall become due on demand in accordance with the terms hereof immediately upon the happening of any Event of Default under the Loan Documents and (iii) expressly postpones and subordinates, for so long as the Loan remains unpaid, all rights, remedies and defenses now or hereafter accorded by applicable Law to guarantors. Without limiting the generality of the foregoing, Guarantor hereby postpones and subordinates, for so long as the Loan remains unpaid, all rights (x) of subrogation, (y) to participate in any claim or remedy Lenders or Administrative Agent may now or hereafter have against Borrower or in all or any portion of the Collateral and (z) to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrower, Guarantor, or any other Person now or hereafter primarily or secondarily liable for any of Borrower's obligations to Lenders, and whether arising by contract or operation of law or otherwise by reason of Guarantor's execution, delivery or performance of this Guaranty.
Indemnification; Payments; Certain Waivers. Guarantor (i) waives any right or claim of right to cause a marshalling of Borrower’s assets or to cause Administrative Agent or any Lender to proceed against any of the security for the Loans or for the obligations guaranteed hereby before proceeding against Guarantor, (ii) agrees that any payments required to be made by Guarantor hereunder shall become due on demand in accordance with the terms of paragraph 2 hereof and without presentment to Borrower, demand for payment or protest, or
